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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentDistribution Agents, acting as agent and/or principal, common shares (the “Placement Shares”) ); of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Distribution Agents such number of the Placement Shares exceed the lesser of that (a) would cause the limitation Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (c) exceeds the number of authorized but unissued shares of Common Stock, or (d) exceeds the maximum aggregate number of shares or dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b), (c) and (cd), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 filed 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 AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of Common StockStock (the lesser of (a) and (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 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 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 a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” The base 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 the Prospectus Supplement, in the form in which such base 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 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 the AgentAgents, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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, acting as sales agent and/or or principal, common shares (the “Placement Shares”) ); of the Company’s ordinary shares, par value $0.001 NIS 0.0000769 per share (the “Common StockOrdinary Shares”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 complianceOrdinary Shares. 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 shall file, 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-3F-3 (File No. 333-239843), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 or will prepare a prospectus or 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 base 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company not to satisfy the eligibility requirements for use of Form S-3S-3 (including instruction I.B.6 thereof), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a one or more base prospectus, prospectuses relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” The base 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 the Prospectus Supplement, in the form in which such base 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below), (c) exceeds the number of shares or dollar amount available to be sold under General Instruction I.B.6 to Form S-3, or (d) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a), (b) (c) and (cd), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (the “Current Registration Statement”), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 base prospectus relating to the Placement Shares included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Sharesif any. 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 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 securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically 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 the Prospectus Supplement, in the form in which such base 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company, no par value $0.001 per share (the “Common StockShares”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number or dollar amount of the Placement Shares exceed the lesser of that would (a) exceed the limitation set forth in General Instruction I.B.6 number or dollar amount of Form S-3, (b) the maximum aggregate offering price of the securities Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceed the number of authorized but unissued Common Shares, (c) exceed the maximum number or dollar amount of Common Stock offered Shares permitted to be sold under Form F-10 (d) exceed the number or dollar amount of Common Shares for sale pursuant to which the Company has filed a Prospectus Supplement (as defined below) or (e) exceed the dollar amount of Common Shares permitted by the Canadian Shelf Procedures (defined below) (the lesser of (a), (b), (c), (d) and (ce), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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)) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) on November 5, 2015, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. The Company has filed, or shall file, in accordance prepared and filed with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder securities regulatory authorities (the “Securities ActCanadian Qualifying Authorities”) in the provinces of British Columbia, Alberta, and Ontario (collectively, the “Canadian Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated September 15, 2015 (the “Canadian Preliminary Base Prospectus”), with the Securities and Exchange Commission (the “Commission”)a final short form base shelf prospectus dated October 16, a registration statement on Form S-3, including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement2015, in the form in which such base 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 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 an aggregate 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”).up to

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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall 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 a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities ActAct Regulations), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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, acting as sales agent and/or or principal, common shares (the “Placement Shares”) of the Company’s 9.50% Series A Cumulative Perpetual Preferred Stock, par value $0.001 0.0001 per share (the “Common Preferred Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, (b) exceeds the number of shares or (c) the maximum dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) or (c) exceeds the number of shares or dollar amount of Preferred Stock that may be sold in compliance with the Company‘s Note Purchase Agreement dated September 24, 2019 (as amended from time to time, the “Note Agreement”) with Xxxxxxx Xxxxx Specialty Lending Holdings, Inc. (the lesser of (a), (b) and or (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Preferred Stock. 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 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 shall file, 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-3, including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 shall prepare 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 base 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 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, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 or principal, common shares (the “Placement Shares”) ); of the Company’s 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Common Preferred Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the ATM Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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, filed or shall will file, 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-3, including a base prospectus, and such base prospectus includes an At Market Issuance Sales Agreement prospectus (“ATM Prospectus”) relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 base prospectus included as part of such registration statement, as supplemented by including the ATM 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 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 Act, is herein called the “Registration Statement.” The base prospectusprospectus 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus, 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 AgentAgents, acting as sales agent and/or or principal, common up to $150,000,000 in shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”)) included as part of such registration statement. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base 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 of the Securities ActAct 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, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or prospectus, Prospectus 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 AgentAgents, acting as sales agent and/or or principal, common shares (the “Placement Shares”) of the Company’s common shares, par value $0.001 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of clauses (a), ) or (b) and (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall file, 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. 333-262226), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 AgentAgents, for use by the AgentAgents, copies of the base 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 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, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentManager, acting as agent and/or principal, common up to 11,614,282 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), provided howeverwhich Shares exclude, that in no event shall for the aggregate Gross Proceeds from avoidance of doubt, the sale of Common Shares sold by the Placement Shares exceed Company prior to the lesser of (a) date hereof pursuant to the limitation set forth in General Instruction I.B.6 of Form S-3, (b) Prior Agreement and the maximum aggregate offering price of the securities registered on the effective Registration Statement Prior Alternative Distribution Agreements (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Manager will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-216768), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentManager, for use by the AgentManager, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when used such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the Commission final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “EXXXXAlternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxxxxxx LLC, Barclays Capital Inc. and Xxxxx Fargo Securities, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-188344), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentMLV, acting as agent and/or principal, common shares (the “"Placement Shares”") of the Company's common stock, par value $0.001 per share (the “"Common Stock”), ") provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of the Company's Common StockStock (the lesser of (a) and (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 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 shall 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 Act”Act Regulations"), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-162792), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations thereunder (the “"Exchange Act”Act 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “"Registration Statement.” " 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 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. 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, “EXXXX”"EDGAR").

Issuance and Sale of Shares. The Each of the Company and the Operating Partnership 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 the Agent, acting as agent and/or principal, common Agents shares having an aggregate gross sales price of up to $150,000,000 (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that would (a) cause the limitation set forth in General Instruction I.B.6 aggregate offering price of Form S-3, (b) such shares of Common Stock to exceed the remaining maximum aggregate offering price of securities of the securities Company registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (cb) exceed the maximum dollar amount number of the Company’s authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall 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-3S-3 (File No. 333-218130) (the “Registration Statement”), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared will prepare 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”)) to the Base Prospectus included as part of such Registration Statement. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base 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 (a) all documents filed as part thereof or incorporated by reference therein, and including (b) 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 of the Securities Act, is herein called the “Registration Statement.” Act Regulations. The base 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)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any then issued Issuer Free Writing Prospectus(es) related to the offering of Placement Shares, is herein called the “Prospectus.” The Registration Statement, as of the date of this Agreement, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Placement Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial date of effectiveness of the Registration Statement was not earlier than the date three years before the date of this Agreement. 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of Common StockStock (the lesser of (a) and (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 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 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 a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of certain securities, including the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” The base 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 the Prospectus Supplement, in the form in which such base 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 or deemed incorporated by reference thereintherein (both before and after the filing of the Registration Statement or the Prospectus), 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company, par value $0.001 per share Company (the “Common StockShares”), ) provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3, (b) the aggregate offering price of which exceeds the maximum aggregate offering price of the securities Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of Common Stock offered Placement Shares for sale pursuant to the which a Prospectus Supplement (as defined below) has been filed with the United States Securities and Exchange Commission (the “Commission”) (the lesser of (a), (b) ), and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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, provided that MLV strictly follows the trading instructions provided pursuant to any Placement Notice (defined below). 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 Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. The Company has filed, or shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (the “Securities Act”), with and the Securities rules and Exchange Commission regulations promulgated thereunder (the “CommissionSecurities Act Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-172009), including a base prospectusshelf prospectus (in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, the “Base Prospectus”), relating to certain securities of the Company, including the Placement Common Shares to be issued as Placement Shares from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”). The Company has prepared or will prepare from time to time a prospectus supplement specifically relating to the Placement Shares (the “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”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus Base Prospectus included as part of such registration statementthe Registration Statement (as defined below), 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company together with the Commission pursuant to Rule 424(bthen issued Issuer Free Writing Prospectus(es) under the Securities Act(as defined below), 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 the Agent, acting as agent and/or principal, common of shares (the “Placement Shares”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” having a maximum aggregate value of up to $100,000,000 (the “Shares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 with the Securities and Exchange Commission (the “Commission”) which became effective upon filing with the Commission on January 4, 2017, 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 the Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company and the Operating Partnership have entered into sales agreements, each dated December 28, 2017, with Barclays Capital Inc., BTIG, LLC, Cantor Fitzgeraxx & Xx., Robert W. Xxxxx & Xx. Xncorporated, Stifel, Xxxxxxxx & Xxxxxny, Incorporated and Wells Faxxx Xecurities, LLC and may also enter into additional sales agreements on or after the date hereof (collectively, the “Other Sales Agreements”) with additional sales agents (collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Shares on the terms to be set forth in the Other Sales Agreements. This Agreement and the Other Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate dollar amount of Shares that may be sold pursuant to the Sales Agreements shall not exceed $100,000,000; provided, however, that in no event shall the Company issue or sell through the Agent and the Alternative Agents such number of Shares that would exceed the number of authorized but unissued Common Shares. The Company has filed, or 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 an automatic shelf registration statement on Form S-3S-3ASR (File No. 333-215418), including a base prospectus, relating to certain securities including the Placement Common Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base 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, 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“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.” The Company may file one or more additional registration statements (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 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”)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 Gathering, Analysis, and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXEDGAR”).

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 the AgentFBR, acting as agent and/or principal, common shares (the “Placement Shares”) ); of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through FBR such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, (b) exceeds the number of shares or (c) the maximum dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) or (c) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof) (the lesser of (a), (b) and or (c), ) the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-214598), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentFBR, acting as agent and/or principal, common up to an aggregate amount of shares (the “Placement Shares”) of the Company’s 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.001 0.01 per share (the “Common Preferred Stock”), provided however, that as specified in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum AmountPlacement Shares”); and provided furtherprovided, however, that in no event shall the aggregate Company issue or sell through FBR such number of Placement Shares sold that (a) exceeds the aggregate amount of shares specified on such Prospectus pursuant to this Agreement exceed which the offering of Placement Shares contemplated hereunder is being made or (b) exceeds the number of authorized but unissued shares of Common StockPreferred Stock (the lesser of (a) or (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 and aggregate sales price 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 shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-206187), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 promulgated 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 AgentFBR, for use by the AgentFBR, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference reference, to the extent such that the information set forth therein 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 the Prospectus Supplement, in the form in which such base 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, 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”). To the extent that the Registration Statement is not available for sales of the Placement Shares as contemplated by this Agreement or the Company is unable to make the representations set forth in Section 6 at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Placement Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Placement Shares or such other relevant action that occurred prior to the effective time of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-206187), including a base prospectus, relating to certain securities, including the Placement Shares, and including all documents incorporated by reference 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 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 the AgentJMP, acting as agent and/or principal, common up to 10,000,000 shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 and Section 5 on the number 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 (as defined below) to issue any Placement the Shares. The Company has filed, or 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 an automatic shelf registration statement on Form S-3S-3 (File No. 333-179805), including a base prospectusprospectus dated February 29, 2012, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentJMP, for use by the AgentJMP, copies of the base 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, 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 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”)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, or if applicable, the as supplemented by its Interactive Data Electronic Application system when used by the Commission Applications System (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 the AgentAgents, acting as agent and/or principalshares of the Company’s Class A Common Shares of Beneficial Interest (the “Class A Shares”), common shares par value $0.01 per share (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), provided up to an aggregate amount of $400,000,000; provided, however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed that (i) exceeds the lesser number of (a) shares of Class A Shares included in the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement Prospectus (as defined below) pursuant to which the offering is offerings contemplated hereunder are being made made, or (cii) exceeds the maximum dollar amount number of Common Stock offered for sale pursuant to authorized but unissued shares of the Prospectus Supplement (as defined below) Company’s Class A Shares (the lesser of (a), (bi) and (cii), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 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 an “automatic shelf registration statement” as defined under Rule 405 on Form S-3 (File No. 333-197921), which includes a base prospectus (the “CommissionBase Prospectus”), a registration statement on Form S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 Base Prospectus 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentXxxxxxxxxx, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through Xxxxxxxxxx such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, (b) exceeds the number of authorized but unissued shares of Common Stock or (c) would cause the maximum dollar amount Company or the offering of Common Stock offered the Placement Shares to not satisfy the eligibility and transaction requirements for sale pursuant to the Prospectus Supplement (as defined below) use of Form S-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3 (the lesser of (a), (b) and or (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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)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 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 a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 AgentXxxxxxxxxx, for use by the AgentXxxxxxxxxx, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 pursuant to the Securities Act or the Exchange Act (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 the AgentCF&Co, acting as agent and/or principal, common of shares (the “Placement Shares”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” having a maximum aggregate value of up to $50,000,000 (the “Shares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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”) and declared effective by the Commission on January 30, 2014, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company and the Operating Partnership may also enter into additional sales agreements (the “Other Sales Agreements”) on or after the date hereof with additional sales agents (collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Shares on the terms to be set forth in the Other Sales Agreements. CF&Co and the Alternative Agents are collectively referred to herein as the “Agents.” This Agreement and the Other Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate dollar amount of Shares that may be sold pursuant to the Sales Agreements shall not exceed $50,000,000; provided, however, that in no event shall the Company issue or sell through the Agents such number of Shares that would exceed the number of authorized but unissued Common Shares. The Company has filed, or 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-3S-3 (File No. 333-193389), including a base prospectus, relating to certain securities including the Placement Common Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentCF&Co, for use by the AgentCF&Co, copies of the base 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, 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 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“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.” The Company may file one or more additional registration statements (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 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”)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 AgentAgents, acting as sales agent and/or or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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, filed or shall will file, 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-3, including (i) a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, Company and (ii) a prospectus supplement to the base prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) and which incorporates 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 Upon request by the base prospectus included as part of such registration statement specifically relating to Agent, the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, a reasonable number of copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement SharesATM 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 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, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectusATM 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 the Prospectus Supplementany prospectus supplement, in the form in which such base 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 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate offering price of $15,000,000, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including Instruction I.B.6. thereof), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) ), and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-163116), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided provided, however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company not to satisfy the eligibility requirements for use of Form S-3S-3 (including under Instruction I.B.6. thereto, to the extent applicable), (b) exceeds the maximum aggregate offering price number of the securities 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 made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-256627), including a base prospectus, prospectus relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus SupplementSupplement ”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentManager, acting as agent and/or principal, common up to 14,559,259 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), provided howeverwhich Shares exclude, that in no event shall for the aggregate Gross Proceeds from avoidance of doubt, the sale of Common Shares sold by the Placement Shares exceed Company prior to the lesser of (a) date hereof pursuant to the limitation set forth in General Instruction I.B.6 of Form S-3, (b) Prior Agreement and the maximum aggregate offering price of the securities registered on the effective Registration Statement Prior Alternative Distribution Agreements (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Manager will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-236886), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentManager, for use by the AgentManager, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Jxxxxxxxx LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.012 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) the limitation set forth in if at any time General Instruction I.B.6 of Form S-3S-3 is applicable, would cause the Company to exceed the limitations set forth therein, (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-193557), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common 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 registered on the Prospectus (as defined below), or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 On the date of this Agreement, the Company has filed, or 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-3S-3 (the “Current Registration Statement”), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus relating to the Placement Shares included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Sharesif any. 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 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 securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically 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 the Prospectus Supplement, in the form in which such base 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 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 the AgentFBR, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through FBR such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (cb) exceeds the maximum dollar amount number of authorized but unissued or unreserved shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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)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 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-3S-3 (File No. 333-198851), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the base 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 of the Securities Act, as well as any comparable successor registration statement filed by the Company for the sale of its Common Stock, including the Placement Shares, collectively, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the a Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement Supplement(s) have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below) 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 the Agent, acting as agent and/or principal, common MLV shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through MLV such number or dollar amount of Shares that (a) would cause the sale Company or the offering of the Placement Shares exceed to not satisfy the lesser of (a) the limitation set forth in General Instruction I.B.6 eligibility and transaction requirements for use of Form S-3S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the maximum aggregate offering price number or dollar amount of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) ), and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 below)the “Commission”) on May 13, 2011, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. MLV and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Company has filed, or shall filefiled with 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. 333-173896), including a base prospectus, relating to certain securities of the Company, including the Placement Shares Shares, to be issued from time to time by the CompanyCompany pursuant to Rule 415 under the Securities Act, and which incorporates 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 (collectively, the “Exchange Act”). 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), prospectus included in the Registration StatementStatement (the “Base Prospectus”), as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been is 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common 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 registered on the Prospectus (as defined below), or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 On the date of this Agreement, the Company has filed, or 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-3S-3 (the “Current Registration Statement”), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus relating to the Placement Shares included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Sharesif any. 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 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 securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically 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 the Prospectus Supplement, in the form in which such base 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 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 agent and/or principalAmerican Depositary Shares (“ADSs”), common shares each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided furtherprovided, however, that in no event shall the aggregate Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to this Agreement exceed the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares ADSs of Common Stockthe Company (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 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) 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 ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, or 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-3F-3 (File No. 333-236013), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 specifically relating to the Placement Shares (the “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”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementRegistration 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) ); of the Company’s common shares, no par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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) filed with and declared effective by the Securities and Exchange Commissions (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 shall file, 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-3, including a base prospectus, prospectus relating to certain securities including the offer and sale of the Placement Shares to be issued from time to time by the Company, if any, and which incorporates 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 will, if necessary, prepare 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 base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering offer and sale of the Placement Shares, if any. 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the a Prospectus Supplement, in the form in which such base 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, 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of common stock of the Company, $0.001 par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum having an aggregate offering price of the securities registered on the effective Registration Statement up to $50,000,000 (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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) 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 shall 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-3S-3 (File No. 333-222132), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, 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 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, the Prospectus Supplement, Prospectus or any Issuer 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 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 most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by 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, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as agent and/or principal, common MLV shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that would (a) exceed the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being will be made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of the Company’s Common StockStock (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 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 shall filefiled with 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-3, including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities Act, 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, “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 the Agent, acting as agent and/or principalMLV, common shares (the “Placement Shares”) of the Company, par value $0.001 per share Company (the “Common StockShares”), provided provided, however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of (a) that exceeds the limitation set forth in General Instruction I.B.6 amount authorized by the Board of Form S-3, Directors of the Company from time to time to be issued and sold under this Agreement or (b) for which the maximum aggregate offering price exceeds the aggregate dollar amount of the securities Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant taking into account all current and future prospectus supplements filed with respect to the Prospectus Supplement (as defined belowRegistration Statement and any post-effective amendments thereto) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 Common Shares. The Company’s obligations hereunder shall in all events be subject to the requirements of Instruction I.B.5 of Form F-3. The Company has filed, or shall filefiled with 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-3F-3 (File No. 333-194547), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement (the “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”)Shares. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is as well as any comparable successor registration statement filed by the Company for sale of the Common Shares, including the Placement Shares, collectively, are herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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, (a) 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 (“XXXXX”) and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or if applicable, “$”. Each of the Interactive Data Electronic Application system when used Company and MLV hereby agree and acknowledge that all sales and solicitations of sales of Common Shares by MLV as agent of the Commission (collectively, “EXXXX”)Company shall be made solely in the United States.

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 the Agent, acting as agent and/or principal, common MLV up to $70 million of shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that would (a) exceed the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being will be made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of the Company’s Common StockStock (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 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 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 shall filefiled with 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-3, including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared will, if necessary, prepare 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 base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities Act, 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 the Agent, acting as agent and/or principalAgents, common shares (the “Placement Shares”) of the Company, with no par value $0.001 per share (the “Common StockShares”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number or dollar amount of Common Shares (the “Placement Shares exceed the lesser of Shares”) that (a) exceeds the limitation set forth in General Instruction I.B.6 number or dollar amount of Form S-3, (b) the maximum aggregate offering price of the securities Common Shares registered on pursuant to the effective Registration Statement (as defined below) pursuant to which the offering is being will be made or (cb) exceeds the maximum number or dollar amount of Common Stock offered Shares for sale pursuant to which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 Maximum 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)) filed by the Company and declared effective by the United States Securities and Exchange Commission (the “Commission”) on December 3, 2020, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Common Shares. The aggregate offering price of Placement SharesShares that may be sold collectively pursuant to this Agreement shall not exceed US$75,000,000. The Company has filedprepared and filed with the securities commissions or similar regulatory authorities (collectively, the “Canadian Securities Regulators”) in the Qualifying Jurisdictions a final short form base shelf prospectus dated December 3, 2020 relating to the offering of up to an aggregate of US$775,0000,000 of Common Shares, Warrants, Units, Subscription Receipts and Debt Securities (together with any documents incorporated therein by reference, and any supplements or shall fileamendments thereto, the “Canadian Base Prospectus”) in accordance with the provisions securities laws applicable in the Qualifying Jurisdictions and the respective rules, regulations and orders made thereunder, together with applicable published instruments, notices and orders of the Canadian Securities Regulators (collectively, the “Canadian Securities Laws”). The Company has prepared the Canadian Base Prospectus pursuant to National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101") and NI 44-102 (together, the “Shelf Procedures”). The Company has obtained from the Ontario Securities Commission, as principal regulator of the Company under Canadian Securities Laws, evidence that a receipt for the Canadian Base Prospectus has been issued, or deemed to have been issued, by each of the Canadian Securities Regulators. The Company has prepared and filed with the Commission pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Canadian Securities Administrators and the Commission, a registration statement on Form F-10 (Registration No. 333-251081) registering the offering and sale of up to an aggregate of US$775,000,000 of Common Shares, Warrants, Units, Subscription Receipts and Debt Securities under the U.S. Securities Act of 1933, as amended, and amended (together with the rules and regulations thereunder (thereunder, the “Securities Act”), including the Canadian Base Prospectus (together with any documents incorporated therein by reference, any supplements or amendments thereto and with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the Securities applicable rules and Exchange regulations of the Commission (the “CommissionRules and Regulations”) (the “U.S. Base Prospectus”), a registration statement on Form S-3, including a base prospectus, relating ). The Canadian Base Prospectus and the U.S. Base Prospectus are hereinafter collectively sometimes referred to certain securities including as the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the “Base Prospectuses.” The Company has filed filed, or will file file, (i) with the Canadian Securities Regulators, in accordance with the provisions of the Securities Exchange Act of 1934Shelf Procedures, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to setting forth the base prospectus included Shelf Information (as part of such registration statement specifically relating to the offering of the Placement Shares defined below) (including any documents incorporated therein by reference and any supplements or amendments thereto, the “Canadian Prospectus Supplement”), and (ii) with the Commission, in accordance with General Instruction II.L of Form F-10, the Canadian Prospectus Supplement (with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations, the “U.S. Prospectus Supplement”). The Company will furnish to the Agentinformation, for use by the Agent, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)if any, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Canadian Prospectus Supplement have most recently been filed by that is omitted from the Company with the Commission pursuant to Rule 424(b) Canadian Base Prospectus but that is deemed 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 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 Shelf Procedures to be incorporated by reference therein into the Canadian Base Prospectus as of each Applicable Time (as defined in Section 26 hereof), is referred to herein as the “Incorporated DocumentsShelf Information.” The U.S. Prospectus Supplement and the Canadian Prospectus Supplement are hereinafter collectively sometimes referred to as the “Prospectus Supplements.”). 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common 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 authorized but unissued shares of Common Stock, or (c) would cause the maximum dollar amount Company to exceed the limitations set forth in General Instruction I.B.6 of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) Form S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-185739), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 MLV, American Depositary Shares (the Agent“ADSs”), acting as agent and/or principaleach representing ten fully paid ordinary shares in the capital of the Company (the “Ordinary Shares”), common shares for up to an aggregate of 50 million Ordinary Shares (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3F-3 (including Instruction I.B.5. thereof), (b) would cause the maximum Company to breach the Listing Rules of the Australian Securities Exchange (ASX) or (c) for which the aggregate offering price exceeds the aggregate dollar amount of the securities ADSs registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) made, (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 SharesADSs. The ADSs will be issued pursuant to the Deposit Agreement, dated March 23, 2001, as amended and restated as of January 2, 2008, among the Company, the Bank of New York, as depositary (the “Depositary”), and all owners and holders of the ADSs issued thereunder (the “Deposit Agreement”). The Company has filed, or shall file, in accordance with the provisions of the United States 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-3F-3 (File No. 333-174278), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 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, (a) 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”), and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or “$”. Each of the Company and MLV hereby agree that all sales and solicitations of sales of ADSs by MLV as agent for the Company shall be made solely on the Exchange (as defined below) or to the extent it is a privately negotiated transaction then solely in 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 the AgentCF&Co, acting as agent and/or principal, common up to 3,000,000 shares (the “Placement Shares”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 has filed, filed on or shall fileabout the date hereof, 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 a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentCF&Co, for use by the AgentCF&Co, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 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”)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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company, no par value $0.001 per share (the “Common StockShares”); provided, provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number or dollar amount of the Placement Shares exceed the lesser of that would (a) exceed the limitation set forth in General Instruction I.B.6 number or dollar amount of Form S-3, (b) the maximum aggregate offering price of the securities Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceed the number of authorized but unissued Common Shares, (c) exceed the maximum number or dollar amount of Common Stock offered Shares permitted to be sold under Form F-10 or (d) exceed the number or dollar amount of Common Shares for sale pursuant to which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a), (b), (c) and (cd), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 filed by the Company and declared effective by the Securities and Exchange Commission (as defined below)the “Commission”) on March 14, 2018, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. The Company has filed, or shall file, in accordance prepared and filed with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder securities regulatory authorities (the “Securities ActCanadian Qualifying Authorities”) in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland and Labrador (collectively, the “Canadian Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated February 7, 2018 (the “Canadian Preliminary Base Prospectus”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a final short form base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 shelf 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 or deemed incorporated by reference therein, and any reference herein to the terms “amenddated March 7,” “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 the Agent, acting as agent and/or principal, up to $30,000,000 of shares (the “Maximum Amount”) of common shares stock (the “Placement Shares”) of the Company, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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) filed by the Company and which will 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 SharesCommon Stock. The Company has filed, filed or shall 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 a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 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. 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 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. 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”)) up to an aggregate offering price of $10,000,000; provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company not to satisfy the eligibility requirements for use of Form S-3S-3 (including instruction I.B.6 thereof), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and or (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 Shares. The Company has filed, or 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-3S-3 (File No. 333-171197), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any then issued Issuer Free Writing Prospectus(es) (as defined below), 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 parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue offer and sell through the AgentDistribution Agents, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided furtherprovided, however, that in no event shall the aggregate Company issue or sell through the Distribution Agents such number of Placement Shares sold that (i) exceeds the number of shares or dollar amount described in the Prospectus Supplement (as defined below) relating to the offer and sale of Common Stock pursuant to this Agreement exceed (as such may be amended or supplemented from time to time), or (ii) exceeds the number of authorized but unissued shares of Common StockStock (as such may be modified from time to time after the date hereof) (the lesser number of shares calculated by reference to clauses (i) and (ii), 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 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 the 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 the Placement Shares or any Placement Sharesother Company securities. The Company has filed, or 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 a base prospectus, prospectus (the “Base Prospectus”) relating to certain securities Company securities, including the Placement Shares Shares, to be issued offered and sold from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file with the Commission 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 shall include, within the Registration Statement, a prospectus supplement to the base prospectus included as part of such registration statement Base Prospectus specifically relating to the offering offer and sale of the Placement Shares (such prospectus supplement filed on or after the date of this Agreement, the “Prospectus Supplement”). The Upon request, the Company will furnish to the Agent, for use by the Agent, Distribution Agents such number of copies of the base prospectus included as part of such registration statement, as supplemented by Base Prospectus and the Prospectus Supplement, relating to Supplement as the offering of the Placement SharesDistribution Agents shall reasonably request. Except where the context otherwise requires, such the 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 Act, or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base 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 the Prospectus Supplement, in the form in which such base prospectus Base 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 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 filing, after the date of execution hereof of this Agreement, of any document with the Commission that is deemed (pursuant to the Securities Act or the Exchange Act) to be incorporated by reference therein (such documents, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to Prospectus, any amendment or supplement thereto to the Registration Statement or the Prospectus, or to any Incorporated Documents, shall be deemed to include the most recent copy of the relevant document 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 the Agent, acting as agent and/or principal, up to 17,500,000 (the “Maximum Amount”) common shares of beneficial interest (the “Placement Shares”) of the Company, par value $0.001 0.01 per share (the “Common StockShares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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) 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 Common Shares. The Company has filed, or shall 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-3S-3 (File No. 333-152351), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base 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 theretosuccessor registration statement, 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 of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), 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 shall be deemed to refer to and include the documents incorporated or deemed 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 deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) would cause the limitation Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the maximum aggregate offering price number of the securities 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 (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-221169), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentMLV, acting as agent and/or principalagent, common shares (the “Placement Shares”) of the Company’s 10.25% Series C Cumulative Perpetual Preferred Stock, par value $0.001 0.01 per share (the “Common Preferred Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 value of Form S-3, (b) the maximum aggregate offering price of the securities Preferred Stock registered on the effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made made, or (cb) exceeds the maximum dollar amount number of Common authorized but unissued shares of the Company’s Preferred Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 SharesPreferred Stock. The Company has filed, or 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-3S-3 (SEC File No. 333-161937), including a base prospectus, relating with respect to certain securities equity and other offerings, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates 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 (collectively, the “Exchange Act”). The Company has prepared will prepare a prospectus supplement (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration statement specifically relating with respect to the this offering of the Placement Shares (the “Prospectus Supplement”)by MLV pursuant to this Agreement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the any Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas 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 and also including any other registration statement filed pursuant to Rule 430B of 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The and 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been is 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”)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 the AgentCowen, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum having an aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock$50,000,000. 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 of Placement Shares shares of Common Stock 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 Common Stock through the Agent Cowen 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 Sharesthe Common Stock. The Company has filed, shall file on or shall fileabout the date hereof, 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 (the “New Registration Statement”), including a base prospectus, prospectus relating to certain securities including the Placement Shares Common Stock to be issued from time to time by the Company, and which incorporates 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”)under this Agreement. The Company has prepared will, if necessary, prepare a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of Common Stock to be issued from time to time by the Placement Shares Company under this Agreement (the “Prospectus Supplement”). The Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, Supplement relating to the offering of Common Stock to be issued from time to time by the Placement SharesCompany pursuant to this Agreement. Except where the context otherwise requires, such registration statementNew Registration Statement, and any post-effective amendment theretoas 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 New Registration Statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” ”. The base prospectusprospectus specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement, 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)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement shall 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 (“Rule 433”), relating to such Common Stock 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 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”)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 (collectively, “EXXXXApplications.”).

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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), ) provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (cb) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall 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-3S-3 (File No. 333-174945) (the “New Registration Statement”), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish ) to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementthe New Registration Statement. The Company will furnish to MLV, for use by MLV, copies of the prospectus included as part of the New 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 theretothe New Registration Statement, 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 of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act), prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of Common StockStock (the lesser of (a) and (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 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 shall 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-3S-3 (File No. 333-169856), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities ActAct Regulations), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 the AgentManager, acting as agent and/or principal, common up to 11,614,282 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), provided howeverwhich Shares exclude, that in no event shall for the aggregate Gross Proceeds from avoidance of doubt, the sale of Common Shares sold by the Placement Shares exceed Company prior to the lesser of (a) date hereof pursuant to the limitation set forth in General Instruction I.B.6 of Form S-3, (b) Prior Agreement and the maximum aggregate offering price of the securities registered on the effective Registration Statement Prior Alternative Distribution Agreements (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Manager will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-216768), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentManager, for use by the AgentManager, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when used such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the Commission final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “EXXXXAlternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxxxxxx LLC, Barclays Capital Inc. and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

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 the AgentCowen, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum having an aggregate offering price of up to $50,000,000 by any method permitted by law determined to be an “at the securities registered on market” offering as defined in Rule 415 of the effective Registration Statement Securities Act (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 of Placement Shares shares of Common Stock 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 Common Stock through the Agent Cowen will be effected pursuant to the New Registration Statement (as defined below) to be filed by the Company at such time as it is 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 Sharesthe Common Stock. The Company has filed, shall file on or shall fileabout the date hereof, 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 (the “New Registration Statement”), including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates shall 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 (collectively, the “Exchange Act”). The Company has prepared will, if necessary, prepare a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares being offered from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, Supplement relating to the offering of Common Stock to be issued from time to time by the Placement SharesCompany pursuant to this Agreement. Except where the context otherwise requires, such registration statementNew Registration Statement, and any post-effective amendment theretoas 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 New Registration Statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically relating to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement, 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)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement shall 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 (“Rule 433”), relating to such 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), 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”)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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including Instruction I.B.6. Thereof), (b) exceeds the maximum aggregate offering price number of the securities 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 made, (c) exceeds the maximum number of authorized but unissued shares of the Common Stock, or (d) exceeds the number of shares or dollar amount of Common Stock offered for sale pursuant to which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a), ) through (bd) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 Common Stock, including the Placement Shares. The Company has filed, or shall file, 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. 333-220963) (the “Current Registration Statement”), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”)) provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made will be made, or (cb) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (cb), the “Maximum Amount”); and provided further. In addition, however, that in no event shall the aggregate number of Company issue or sell Placement Shares sold pursuant through MLV in a number and in a manner that would require the Company to this Agreement exceed the number of authorized but unissued shares of Common Stockobtain stockholder approval under NASDAQ Listing Rule 5635 without first obtaining such stockholder approval. 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 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 Shares. The Company has filed, or 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-3S-3 (File No. 333-187242), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base 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 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 430B of the Securities ActAct Regulations, and also including any other registration statement related to the Placement Shares filed pursuant to Rule 462(b), is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), 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 shall be deemed to refer to and include the documents incorporated or deemed 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, 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 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 the AgentXx Xxxxx, acting as agent and/or principal, up to 25,000,000 of the Company’s common shares (the “Placement Shares”) of the Company), par value $0.001 0.0005 per share (the “Common StockShares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 Common Shares. Xx Xxxxx and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. The Company has filed, or 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-3S-3 (File No. 333-148342), including a base prospectus, relating with respect to certain securities equity and other offerings, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates 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 (collectively, the “Exchange Act”). The Company has prepared will prepare a prospectus supplement (the “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”)statement. The Company will furnish to the AgentXx Xxxxx, for use by the AgentXx Xxxxx, copies of the base 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 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 filed pursuant to Rule 430B of 462(b) under the Securities Act, collectively, is herein called the “Registration Statement.,” The and 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 IDEA system when used by the Commission (collectively, formerly known as XXXXX) (“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 the Agent, acting as agent and/or principal, common MLV shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ) provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of Common StockStock (the lesser of (a) and (b), the “Maximum Amount”). In addition, in no event shall the Company issue or sell Placement Shares through MLV in a number and in a manner that would require the Company to obtain stockholder approval under NASDAQ Listing Rule 5635 without first obtaining such stockholder approval. 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 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 Shares. The Company has filed, or shall filefiled with the Commission, 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 Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form S-3S-3 (File No. 333-183943), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared will, if necessary, prepare a prospectus supplement (the “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”)Shares. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, Act Regulations is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined in Section 25 hereof), 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 the AgentCredit Agricole, acting as agent and/or principal, common up to 3,000,000 shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common StockShares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Credit Agricole shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Credit Agricole 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 also entered into a sales agreement (the “Cantor Sales Agreement”) dated as of even date hereof with Cantor Xxxxxxxxxx & Co. (“CF&Co”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the Cantor Sales Agreement shall not exceed 3,000,000 shares. The Company and CF&Co are also parties to that certain Sales Agreement dated February 22, 2010 (the “Prior Sales Agreement”). Immediately prior to the date hereof, some Common Shares remained available to be sold pursuant to the Prior Sales Agreement (the “Unused Shares”). As of January 10, 2011, the Unused Shares consisted of 346,500 Common Shares. The 3,000,000 Shares referenced above to be sold pursuant to this Agreement and the Cantor Sales Agreement do not include the Unused Shares, which may be sold under the Prior Sales Agreement. Credit Agricole hereby acknowledges that the Prior Sales Agreement will remain in full force and effect until terminated in accordance with its terms. The Company has filed, or 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 ) an automatic shelf registration statement on Form S-3S-3 (File No. 331-150884), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentCredit Agricole, for use by the AgentCredit Agricole, copies of the base 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-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 or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 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”)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 the AgentBarclays, acting as agent and/or principal, common up to 40,000,000 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number and aggregate sale price of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Barclays shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Barclays will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-194661), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentBarclays, for use by the AgentBarclays, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when used such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the Commission final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “EXXXXAlternative Distribution Agreements”) with each of Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Xxxxxxxxx LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”). Each of the Alternative Distribution Agreements is dated as of May 7, 2013, as amended by Amendment No. 1 to such agreements, dated as of May 5, 2014, Amendment No. 2 to such agreements, dated as of October 2, 2014, and Amendment No. 3 to such agreements, dated as of even date herewith.

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 the AgentSVB Leerink, acting as agent and/or principal, the Company’s common shares (the “Placement Common Shares”) of the Company), par value $0.001 0.00001 per share (the “such Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c)Shares, the “Maximum AmountPlacement Shares”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 of Placement Common Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent SVB Leerink shall have no obligation in connection with such compliance. The issuance and sale of Placement Common Shares through the Agent SVB Leerink 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 Common Shares. The Company has filed, or 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-3S-3 (File No. 333-215387), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Shares, to be issued from time to time by the Company, and which incorporates 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 (collectively, the “Exchange Act”). 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentSVB Leerink, for use by the AgentSVB Leerink, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), 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), 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”)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 the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through shares of the AgentCompany’s common stock, acting as agent and/or principal, common shares par value $0.00001 per share (the “Common Stock”)through the Agent (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue and sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities registered on Common Stock covered by the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to covered by the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), being the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 affected 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 shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (Reg No. 333-226739) (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentFBR, acting as agent and/or principal, common up to $20,000,000 in shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through FBR such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, (b) exceeds the number of shares of Common Stock the Company is permitted to issue under Chapter 7 of the Listing Rules of the Australian Securities Exchange or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) ), and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-208115), including a base prospectus, relating to certain securities securities, including the Placement Shares of Common Stock to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the base 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 of the Securities Act, as well as any successor registration statement filed by the Company for the sale of its Common Stock, including the Placement Shares, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the AgentXxxxx-Xxxxxx, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate offering price of $35,000,000, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through Xxxxx-Xxxxxx such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xxxxx-Xxxxxx shall have no obligation in connection with such compliancecompliance if acting in accordance with any Placement Notice that has not been suspended or terminated by the Company. The issuance and sale of Placement Shares through the Agent Xxxxx-Xxxxxx 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 shall filefiled prior to the date hereof, 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. 333-272616), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has also prepared a prospectus supplement specifically relating to the Placement Shares (the “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”)statement. The Company will furnish to the AgentXxxxx-Xxxxxx, for use by the AgentXxxxx-Xxxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by and 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, including the Prospectus Supplement, or any Permitted Free Writing Prospectus (as defined below), as applicable, in the form in which such base prospectus prospectus, Prospectus Supplement, and/or Permitted Free Writing Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 the AgentFBR, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common shares, par value $0.001 per share (the “Common Stock”); provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through FBR such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 will, if necessary, prepare 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 AgentFBR, for use by the AgentFBR, copies of the base prospectus relating to the Placement Shares 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 of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically 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 the Prospectus Supplement, in the form in which such base 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 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 the AgentXxxxxxx Xxxxxxx, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate offering price of $5,000,000, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through Xxxxxxx Xxxxxxx such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xxxxxxx Xxxxxxx shall have no obligation in connection with such compliancecompliance if acting in accordance with any Placement Notice that has not been suspended or terminated by the Company. The issuance and sale of Placement Shares through the Agent Xxxxxxx Xxxxxxx 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 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-3S-3 (File No. 333-192864), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentXxxxxxx Xxxxxxx, for use by the AgentXxxxxxx Xxxxxxx, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 the Agent, acting as agent and/or principal, up to $30,000,000 of shares (the “Maximum Amount”) of common shares stock (the “Placement Shares”) of the Company, par value $0.001 0.0001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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) filed by the Company and which will 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 SharesCommon Stock. The Company has filed, or shall 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 a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time by the Company (the “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”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of 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 one or more base prospectuses with respect 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 of the Securities ActAct Regulations, is herein called the “Registration Statement.” The base prospectusprospectus 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 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. 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 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. 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided provided, however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company not to satisfy the eligibility requirements for use of Form S-3S-3 (including under Instruction I.B.6.), (b) exceeds the maximum aggregate offering price number of the securities 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 made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-219931), including a base prospectus, prospectus relating to certain securities of the Company, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus SupplementSupplement ”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common shares, par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed that exceeds the lesser number of shares or dollar amount of Common Stock (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made; (b) authorized from time to time to be issued by the board of directors of the Company (the “Board”), a duly authorized committee thereof or a duly authorized executive committee; or (c) the maximum dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser least of (a), (b) and or (c), ) the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall file, 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. 333-199446), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentBP, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), up to an aggregate offering price of $25,000,000, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through BP such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including Instruction I.B.6. thereof), (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Company’s Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BP shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BP 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 Shares. The Company has filed, or 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-3S-3 (File No. 333-181157), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. 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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentBP, for use by the AgentBP, copies of the base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct 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 AgentAgents, acting as sales agent and/or or principal, common shares (the “Placement Shares”) ); of the Company’s common shares, par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); ) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall file, 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. 333-237370), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 or will prepare 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 AgentAgents, for use by the AgentAgents, copies of the base 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 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, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 agent and/or or principal, common shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value $0.001 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided furtherprovided, however, that in no event shall the aggregate number of Company issue or sell, through or to Agent, Placement Shares sold pursuant to this Agreement for an aggregate gross sales proceeds that would exceed (a) the dollar amount of shares of Common Stock registered on the Registration Statement (as defined below), (b) the number of authorized but unissued shares of Common Stock, or (c) dollar amount of shares of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3 to the extent it remains applicable, or (iv) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (i), (ii), (iii) and (iv), 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 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 hereunder will be effected pursuant to the Registration Statement and at no earlier time than such time as the Registration Statement shall have been 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 Shares. The As of the date hereof, the Company has filed, or 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 a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (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 the 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 base 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 462(b) under 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, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference 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 the Prospectus Supplementone or more prospectus supplements, in the form in which such base 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, 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 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. Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer 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, the 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 most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by 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 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 the AgentKeyBanc, acting as agent and/or principalagent, common shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum having an aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) $300,000,000 (the lesser of (a), (b) and (c), the “Maximum AmountShares”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent KeyBanc 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 issue the Registration Statement to issue any Placement Shares. The Company has filed, or 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-3S-3 (File No. 333-182515), including a base prospectusprospectus dated March 1, 2013, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentKeyBanc, for use by the AgentKeyBanc, copies of the base 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, 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 and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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) (an “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 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”)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 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 the Agent, acting as agent and/or principal, common MLV shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), ) provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed exceeds the number of authorized but unissued shares of Common StockStock (the lesser of (a) and (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 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 Shares. The Company has filed, or shall filefiled with the Commission, 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”)on August 9, 2013, a registration statement on Form S-3S-3 (File No. 333-190539) (the “New Registration Statement”), including a one or more base prospectus, prospectuses relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared will, if necessary, prepare a prospectus supplement (the “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”)Shares. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 theretothe New Registration Statement, 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 of the Securities Act, Act Regulations is herein called the “Registration Statement.” The base prospectus, 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)reference, included in the Registration Statement, as it may be supplemented by the a Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined in Section 25 hereof), 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 the AgentAgents, acting as agent and/or sales agent, or to the Agents, acting as principal, common ordinary shares of the Company, no par value per share (the “Ordinary Shares”, and such Ordinary Shares to be offered hereby, the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through or to the sale Agents, as applicable, such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Ordinary Shares registered on the then effective Registration Statement (as defined below) pursuant to which the offering is being made made, (b) exceeds the number of shares or dollar amount for which the Company has filed a Prospectus (as defined below) or (c) the maximum dollar amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) directors, a duly authorized committee thereof or a duly authorized executive committee (the lesser of (a), (b) and or (c), ) the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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, provided that the Designated Agent (as defined below) complies with parameters set forth by the Company in any Placement Notice (as defined below) issued to such Designated Agent. The issuance and sale of Placement Shares through or to the Agent Agents, as applicable, 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 shall file, 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-3F-3, including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 included as part of such registration statement specifically relating to the Placement Shares (the “ATM Prospectus Supplement”) and shall, if necessary, prepare a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the any such prospectus supplement, a “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, electronic copies of the base prospectus included as part of such registration statementATM Prospectus Supplement, as supplemented by the Prospectus Supplement, if any, relating to the offering of the Placement Shares; provided, however, that the Company shall not be required to furnish any document to the Agents to the extent such document is available on its Electronic Data Gathering Analysis and Retrieval System or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”). Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated or deemed 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 of the Securities ActAct or any subsequent registration statement on Form F-3 filed pursuant to Rule 415 under the Securities Act by the Company to cover any Placement Shares, as from time to time amended or supplemented, is herein called the “Registration Statement.” The base prospectusprospectus constitutes part of the Registration Statement, 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 together with the ATM Prospectus Supplement and Prospectus Supplement, if any, in the form in which such base prospectus prospectus, ATM Prospectus Supplement and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, as from time to time amended or supplemented, 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 under the Exchange Act on or after the most recent effective date of the Registration Statement, or the date of the Prospectus, the ATM Prospectus Supplement, any other Prospectus Supplement, or such Issuer Free Writing Prospectus, as the case may be, with the Commission and 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 EXXXX. Notwithstanding anything to the contrary contained in this Agreement, the Company is under no obligation to sell to an Agent or any of the Agents’ respective affiliates, and no Agent nor any of its Electronic Data Gathering Analysis and Retrieval Systemaffiliates shall purchase or acquire, any Ordinary Shares under this Agreement, where, following such acquisition, such Agent or if Agent’s affiliate would hold 20% or more of the total issued share capital of the Company or would otherwise acquire any direct interest or substantial interest (as applicable, and in each case, as defined in the Interactive Data Electronic Application system when used by Foreign Acquisitions and Takeovers Act 1975 (Cth)) in Ordinary Shares or a relevant interest (as defined in the Commission Corporations Act) in Ordinary Shares which results in its voting power (collectively, “EXXXX”)as defined in the Corporations Act) exceeding 20% in relation to the Company in contravention of the takeovers prohibition in section 606 of the Corporations Act.

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 the AgentManager, acting as agent and/or principal, common up to 14,559,259 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), provided howeverwhich Shares exclude, that in no event shall for the aggregate Gross Proceeds from avoidance of doubt, the sale of Common Shares sold by the Placement Shares exceed Company prior to the lesser of (a) date hereof pursuant to the limitation set forth in General Instruction I.B.6 of Form S-3, (b) Prior Agreement and the maximum aggregate offering price of the securities registered on the effective Registration Statement Prior Alternative Distribution Agreements (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Manager will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-236886), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentManager, for use by the AgentManager, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Jxxxxxxxx LLC and Barclays Capital Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

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 the AgentRBC, acting as agent and/or principalagent, common shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 0.01 per share (the “Common Stock”), provided however, that in no event shall the aggregate Gross Proceeds from the sale of the Placement Shares exceed the lesser of (a) the limitation set forth in General Instruction I.B.6 of Form S-3, (b) the maximum having an aggregate offering price of the securities registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) $300,000,000 (the lesser of (a), (b) and (c), the “Maximum AmountShares”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent RBC shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent RBC 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 issue the Registration Statement to issue any Placement Shares. The Company has filed, or 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-3S-3 (File No. 333-182515), including a base prospectusprospectus dated March 1, 2013, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentRBC, for use by the AgentRBC, copies of the base 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, 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 and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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) (an “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 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”)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 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 the AgentManager, acting as agent and/or principal, common up to 11,614,282 shares (the “Placement SharesMaximum Amount”) of the Company’s common shares of beneficial interest, par value $0.001 0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), provided howeverwhich Shares exclude, that in no event shall for the aggregate Gross Proceeds from avoidance of doubt, the sale of Common Shares sold by the Placement Shares exceed Company prior to the lesser of (a) date hereof pursuant to the limitation set forth in General Instruction I.B.6 of Form S-3, (b) Prior Agreement and the maximum aggregate offering price of the securities registered on the effective Registration Statement Prior Alternative Distribution Agreements (as defined below) pursuant to which the offering is being made or (c) the maximum dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Manager will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement and sell the Shares. The Company has filed, or 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-3S-3 (File No. 333-216768), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 (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 specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentManager, for use by the AgentManager, copies of the base 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 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 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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”)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 Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when used such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the Commission final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “EXXXXAlternative Distribution Agreements”) with each of Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Xxxxxxxxx LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”)) up to an aggregate offering price of $30,000,000; provided, provided however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through Agent such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the maximum aggregate offering price amount of the securities Placement Shares registered on the effective Registration Statement and included in the Prospectus Supplement (each as defined below) pursuant to which the offering is being made or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and or (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 Shares. The Company has filed, or shall filefiled with 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. 333–178480), relating to certain securities, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares and the MLV Shares (as defined below) (the “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”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementprospectus, 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” 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) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 ActAct 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 the AgentAgents, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided provided, however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agents such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company not to satisfy the eligibility requirements for use of Form S-3S-3 (including under Instruction I.B.6.), (b) exceeds the maximum aggregate offering price number of the securities 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 made, or (c) exceeds the maximum dollar amount number of authorized but unissued shares of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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-3S-3 (File No. 333-219434), including a base prospectus, prospectus relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company, and which incorporates 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 offering of the Placement Shares (the “Prospectus SupplementSupplement ”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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 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, “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 the Agent, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 0.00001 per share (the “Common Stock”), ; provided however, that in no event shall the aggregate Gross Proceeds from Company issue or sell through the sale Agent such number of the Placement Shares exceed the lesser of that (a) exceeds the limitation set forth in General Instruction I.B.6 number of Form S-3, (b) the maximum aggregate offering price shares or dollar amount of the securities Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (cb) exceeds the maximum number of shares or dollar amount of Common Stock offered for sale pursuant to registered on the Prospectus Supplement (as defined below) (the lesser of (a), ) or (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 shall file, 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-3, including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates 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 or 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 base 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 of the Securities Act, is herein called the “Registration Statement.” 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) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base 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, 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 the AgentMLV, acting as agent and/or principal, common shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), provided up to an aggregate offering price of $50,000,000, provided, however, that in no event shall the aggregate Gross Proceeds from the sale Company issue or sell through MLV such number of the Placement Shares exceed the lesser of that (a) would cause the limitation set forth in General Instruction I.B.6 Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the maximum aggregate offering price number of the securities shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (c) exceeds the maximum dollar amount number of authorized but unissued shares of the Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. 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 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 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 a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates 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 amended (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 has prepared a prospectus supplement will furnish to MLV, for use by MLV, copies of 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 base 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” The base 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)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementfrom time to time, in the form in which such base prospectus and/or Prospectus Supplement or any prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, 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”).