Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder will be effected pursuant to the Registration Statement 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 issue any Placement Shares. As of the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631), 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 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 one or more prospectus supplements, in the form in which such Prospectus Supplement 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 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 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, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares of common stock (the “Placement Shares”) of common stock of the Company, par value $0.0001 par value per share (the “Common Stock”), up to an aggregate offering price of $40,000,000; provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, or (c) exceed the 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, number or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), and (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder 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 April 28, 2016, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631210777), including a base prospectus, relating to certain 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 to the base prospectus included as part of the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act 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 Act430B, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act), together with any the then issued Issuer Free Writing Prospectus 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 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 Documentstherein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, system or if applicable, the Interactive Data Electronic Application system when used by the Commission any successor thereto (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, the Agent such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof) (after giving effect to all of the transactions contemplated by that certain Exchange Agreement, to be entered into substantially contemporaneously in connection with the execution of this Agreement, by and among the Company, certain affiliates of the lenders under the Company’s Senior Credit Facilities (as defined below), and holders of the Company’s 9.5% Series C Senior Secured Convertible Notes due 2023 (such transactions, the “Transactions”)), (b) exceeds the number of shares or dollar amount of shares of Common Stock registered on the Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the or 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, or (d) registered on the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below, and as such Prospectus Supplement may be amended or supplemented from time to time (including, without limitation, by means of one or more stickers or prospectus supplements) (the least lower of (a), ) (b), ) or (c) and (d), the “Maximum Amount”)) and provided further, however, that in no event shall any Placement Shares be sold pursuant to this Agreement if the sale of such Placement Shares would cause the Company to have more shares of Common Stock issued and outstanding than are then authorized under its amended and restated certificate of incorporation, as amended through the date hereof. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount 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 hereunder through or to the Agent will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”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. As of the date hereof, the The Company has filed, 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 (File No. 333-269631224188), including a base prospectusprospectus included therein (the “Base Prospectus”), relating to covering the registration of the offer and sale of certain securities, including the Placement Shares Shares, to be issued from time to time by the Company, which the Commission declared effective on May 18, 2018 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 Base Prospectus included as part of the registration statement 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 statementBase Prospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such the registration statementreferred to in the first sentence of this paragraph, 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 prospectusBase 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 Supplement (as such Prospectus Supplement may be amended or supplemented from time to time (including, without limitation, by means of one or more stickers or prospectus supplements)), in the form in which such Base Prospectus and/or Prospectus Supplement has 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 (defined below), Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentUnivest, acting as agent or principalsales agent, shares (the “Placement Shares”) of common stock of the Company’s 9.0% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value $0.001 per share (the “Common Series A Preferred Stock”), up to an aggregate sale price of $10,000,000; provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Univest such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number of shares of Common Series A Preferred Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized and designated but unissued shares of Common Stock, (c) the dollar amount of shares of Common Company’s Series A Preferred Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent Univest shall have no obligation in connection with such compliancecompliance if acting in accordance with any Placement Notice (as defined below) that has not been suspended or terminated by the Company. The issuance and sale of the Placement Shares hereunder through Univest 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. As The Company agrees that whenever it determines to sell Placement Shares directly to Univest as principal it will enter into a separate written agreement containing the terms and conditions of the date hereof, the each sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631261427), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. Such base prospectus in the form in which it appears in such registration statement is hereinafter called the “Base Prospectus.” The Company has prepared and will file with the Commission a prospectus supplement to the base prospectus included as part of the registration statement Base Prospectus, which specifically relating relates to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentUnivest, for use by the AgentUnivest, copies of the base prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, including all amendments thereto and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement has 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to on its Electronic Data Gathering Analysis and Retrieval systemSystem, 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, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to MLV, the Agent, as agent or principal, shares (the “Placement Shares”) lesser of common stock $20,000,000 of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”), or 19.9% of the number of shares of the Common Stock outstanding on the date hereof (the “Placement Shares”); provided, however, that in no event shall the Company issue or sell, sell through or to Agent, MLV such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), ) or (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filedwill 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 Commission a registration statement on Form S-3 (333-269631)substantially in the Form presented to MLV, including a base prospectusand which shall incorporate by reference the documents set forth on Schedule 5 hereto, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the “Exchange Act”). The Company has prepared a prospectus supplement to , and the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)rules and regulations thereunder. 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 Prospectus Supplement, statement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplements, in the form in which such Prospectus Supplement prospectus has 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 belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or CF&Co, acting as sales agent, up to the Agent, as agent or principal, $300,000,000 of shares (the “Placement Shares”) of common stock of the Company’s Class A common stock, $0.0001 par value $0.01 per share (the “Class A Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement the Shares hereunder through CF&Co will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”as defined below), although nothing in this Agreement shall be construed as requiring the Company to issue use the Registration Statement to offer and sell any Placement of the Shares. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-269631)253987) with respect to an “at the market offering” of the Shares, 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 (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement furnished to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). 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 Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any postas amended by Post-effective amendment theretoEffective Amendment No. 1 filed with the Commission on July 3, 2023, including any registration statement subsequently filed relating to the Shares, when it was declared effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof and all documents or portions thereof incorporated by reference therein, and including any information contained in a the 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 Actcollectively, is are herein called the “Registration Statement.,” The base prospectus, including all documents or portions thereof incorporated therein by referencereference therein, as it may be amended or supplemented from time to the extent such information has not been superseded or modified time, together with any “issuer free writing prospectus,” as defined in accordance with Rule 412 433 under the Securities Act (as qualified by “Rule 430B(g) of the Securities Act433”), included 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 Registration Statementform filed or required to be filed with the Commission or, as it may if not required to be supplemented by one or more prospectus supplementsfiled, in the form retained in which such Prospectus Supplement has most recently been filed by the Company with the Commission Company’s records pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below433(g), is collectively, are herein called the “Prospectus.” Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents or portions thereof 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 with the Commission after the execution hereof of any document with the Commission or portion thereof deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus therein (such documents or any Issuer Free Writing Prospectus shall be portions thereof incorporated or deemed to refer to and include the documents, if any, be incorporated by reference therein (reference, collectively, are herein called 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, Statement or the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s Class A common stock, $0.0001 par value $0.10 per share (the “Common Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, the Agents such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number of shares or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through or to the Agents will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”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. As of the date hereof, the The Company has filed, 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 (File No. 333-269631272984), 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, 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, with such prospectus supplement and any subsequent prospectus supplement filed with the registration statement Commission pursuant to Rule 424(b) under the Securities Act specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The 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 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 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, 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 one or more the Prospectus Supplement and any prospectus supplementssupplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to the Placement Shares, in the form in which such base prospectus and/or Prospectus Supplement has 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 (defined below), Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 0.001 par value per share (the “Common Stock”); ) having an aggregate offering price of up to $30,000,000, provided, however, that in no event shall the Company issue or sell, through or to AgentAgents, Placement Shares 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) the 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, or (div) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least of (ai), (bii), (ciii) and (div), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder will be effected pursuant to the Registration Statement filed by and at no earlier time than such time as the Company and Registration Statement shall have been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. As of the date hereof, the Company has filedfiled Form S-3 (333-226650) (the “Current Registration Statement”), or will file a registration statement on Form S-3 or S-3/A, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631)Commission, 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 the registration statement specifically relating Current Registration Statement, which prospectus supplement relates to 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 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 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 prospectus, including all documents 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 one or more prospectus supplements, including the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has 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 (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus SupplementProspectus, the Prospectus Supplement 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 SupplementProspectus, the Prospectus Supplement 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 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, the Prospectus Supplement or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCowen, acting as agent or and/or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); , having an aggregate offering price of up to $50,000,000.00, provided, however, that in no event shall the Company issue or sell, sell through or to Agent, Cowen such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the amount 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 Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder Common Stock through Cowen 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 Sharesthe Common Stock. As of On the date hereofof this Agreement, the Company has filed, filed or will 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 Commission a registration statement on Form S-3 (333-269631)S-3, including a base prospectus, relating to certain 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 to the base prospectus included as part of the such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementProspectus”). The Following the date that such registration statement is declared effective by the Commission 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 by Prospectus Supplement, statement relating to 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) 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(g430(g) of under the Securities Act), included in the Registration Statement, as it may be supplemented by one or more a prospectus supplementssupplement, in the form in which such Prospectus Supplement has 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 “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (defined below“Rule 433”), relating to the 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. 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 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 the Company may, in its sole discretion, issue and sell through or to the Agent, as agent or principal, shares of common stock (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 Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (333-269631)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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalMLV, shares (the “Placement Shares”) of common stock of the Company’s common stock, par value $0.0001 par value per share (the “Common Stock”); , up to an aggregate offering amount of $40,000,000, provided, however, that in no event shall the Company issue or sell, sell through or to Agent, MLV such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the dollar amount number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering will be made, or (b) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (db), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through MLV will be effected pursuant to the Registration Statement 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631187242), including a base prospectus, relating to certain 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 to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment 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 or 462(b) under of the Securities Act or Regulations, and also including any subsequent other registration statement on Form S-3 related to the Placement Shares 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 Act462(b), is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus 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 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 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-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 deemed to be 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees thatto issue and sell through or to the Agent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”)in this Agreement; provided, however, that in no event shall will the Company issue or sell, sell through or to Agent, the Agent such dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) $947,000 in the dollar amount of shares of Common Stock registered on the Registration Statement (as defined below)aggregate, (b) the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Common Stock permitted subject to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or S-3 (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that the Agent shall will have no obligation in connection with such compliancecompliance provided the Agent follows the trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares hereunder 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 U.S. Securities and Exchange Commission (the “CommissionSEC”), although nothing in this Agreement shall will be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of Certain capitalized terms used in this Agreement have the date hereof, the meanings ascribed to them in Section 25. The Company has filedfiled with the SEC, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631275282), including a base prospectus, relating to certain 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 or will prepare a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of the registration statement. The Company will furnish to the Agent, for use by the Agentthem, copies of the base prospectus included as part of such the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where when 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 SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such the registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such the prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission SEC pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Prospectus, or any amendment or supplement thereto shall will be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to respecting 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 will be deemed to refer to and include the filing of any document under with the Exchange Act on or SEC deemed to be incorporated by reference therein, including in each such case filings made after the most-recent effective date of execution hereof (any such documents, collectively, 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“Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall will be deemed to include any the most recent copy filed with the Commission SEC pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission SEC (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalAgents, shares of common stock (the shares to be offered and sold hereunder being referred to as 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 Company issue or sell, sell through the Agents such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or the dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the Agents 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 May 15, 2018, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any the Placement Shares. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631224728), 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 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 the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (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 Placement Shares to be issued from time to time by the Company. The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) 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 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), included in the Registration Statement, as it may be supplemented by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares MLV (the “Placement Agent”), acting as agent, an amount (the “Shares”) of common stock of the Company’s common shares, $0.0001 par value $0.0075 per share (the “Common StockShares”); provided, however, that in no event shall the Company issue or sell, sell through or to Agent, Placement Agent such number of Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of shares of Common Stock registered on the Registration Statement Form S-3 (as defined belowincluding, if applicable, Instruction I.B.6. thereof), (b) exceeds the number of Common Shares registered on the effective registration statement pursuant to which the offering is being made, or (c) exceeds the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) Shares (the least lesser of (a), (b), and (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through Agent will be effected pursuant to the Registration Statement (as defined below) to be 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 Common Shares. As of the date hereof, MLV and the Company has filedare sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Company will 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 Commission a registration statement on Form S-3 (333-269631)S-3, including a base prospectus, relating with respect to certain securitiesequity and other offerings, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). The Company has prepared will prepare a prospectus supplement specifically related to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the such registration statement specifically relating to and will file such Prospectus Supplement after the Placement Shares (Registration Statement is declared effective by the “Prospectus Supplement”)Commission. 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 Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has most recently been will be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (as defined below), if any, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 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 or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); , up to an aggregate offering price of $75,000,000, provided, however, that in no event shall the Company issue or sell, sell through or to Agent, Placement the Agent such number of Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 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 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 hereunder through the Agent will be effected pursuant to the Registration Statement 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. As of The Company has filed prior to the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a an effective registration statement on Form S-3 (File No. 333-269631271545), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has also prepared a prospectus supplement supplement, specifically relating to the Shares (the “Prospectus Supplement”), to the base prospectus included as part of the such registration statement specifically relating to 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 and the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas from time to time amended or supplemented, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one any prospectus supplement, including the Prospectus Supplement, or more prospectus supplementsany Permitted Free Writing Prospectus (as defined below), as applicable, in the form in which such prospectus supplement, Prospectus Supplement has and/or Permitted Free Writing Prospectus 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by the Agent outside of the United States.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as agent or and/or principal, up to 9,000,000 shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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”)automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. As The Company has also entered into sales agreements dated as of even date hereof with each of Cantor Xxxxxxxxxx & Co. (“CF&Co”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Scotia Capital (USA) Inc. (“Scotiabank”) (the date hereof, “March 2013 Sales Agreements”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-269631172368), 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 (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-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) 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 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 “issuer free writing prospectus” (a “Free Writing Prospectus Prospectus”), as defined in Rule 433 of the Securities Act Regulations (defined below“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 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 proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) the dollar amount offering price of shares of Common Stock registered up to $35,000,000 on the Registration Statement (as defined below), (b) the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceAgreement. The issuance and sale of Placement Shares hereunder 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”). The Company, although nothing the Adviser and the Administrator have also entered into or may in the future enter into one or more sales agreements in substantially similar form to this Agreement (the “Sales Agreements”) dated of even date herewith, with Cantor Xxxxxxxxxx & Co. and Wedbush Securities Inc. (the “Other Agents”). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreements shall be construed not exceed $35,000,000. The Company has entered into an amended and restated investment advisory and management agreement, dated as requiring of June 22, 2005 (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company to issue any Placement Shareshas entered into an administration agreement, dated as of June 22, 2005 (the “Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631204996), including a base prospectus, relating to which registered the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits and schedules thereto, at the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, time it became effective 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) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) 430C under the Securities 1933 Act or any subsequent registration statement on Form S-3 filed pursuant is hereinafter referred 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 prospectusCompany may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, including all documents incorporated therein by reference, only to the extent that such information registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at the time it became or becomes effective is hereinafter referred to as the “Base Prospectus.” The Company has not been superseded or modified prepared and will file with the Commission in accordance with Rule 412 497 under the Securities Act 1933 Act, a prospectus supplement (as qualified by Rule 430B(gthe “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Shares. The Base Prospectus and the Registration Statement, as it may be supplemented by one or more prospectus supplements, in the form in which such most recent Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto shall be deemed supplements to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 Statementforegoing, 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 any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentMLV, acting as agent or principalagent, shares (the “Placement Shares”) of common stock of the Company’s 8% Series D Cumulative Preferred Stock, $0.0001 par value $0.01 per share (the “Common Preferred Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Placement MLV such number of Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the dollar amount value of shares of Common Preferred Stock registered on the Registration Statement (as defined below)effective registration statement pursuant to which the offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Common Company’s Preferred Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (db), 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 amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (SEC File No. 333-269631169651), including a base prospectus, relating with respect to certain securitiesequity 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 to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus to be included as part of such registration statement with respect to this offering of Shares 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 any Prospectus Supplement, relating to 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 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 collectively, are herein called the “Registration Statement.,” The and the base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has most recently been is 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), Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 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 or to the Agent, shares of common stock (the shares to be offered and sold hereunder being referred to as agent or principal, 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 Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or the dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 August 18, 2015, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any the Placement Shares. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631206266), 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 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 the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (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 Placement Shares to be issued from time to time by the Company. The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) 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 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), included in the Registration Statement, as it may be supplemented by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, up to 8,000,000 shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceAgreement. The issuance and sale of Placement Shares hereunder 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”). The Company, although nothing the Adviser and the Administrator have also entered into an equity distribution agreement in substantially similar form to this Agreement (the "BB&T Agreement") dated of even date herewith, with BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC ("BB&T"). The aggregate number of Shares that may be sold pursuant to this Agreement and the BB&T Agreement (collectively the “Distribution Agreements”) shall be construed not exceed 8,000,000. The Company has entered into an investment advisory and management agreement, dated as requiring of June 24, 2004, as renewed on June 17, 2009 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company to issue any Placement Shareshas entered into an administration agreement, dated as of June 24, 2004, as renewed on June 17, 2009 by the Board (the “Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631164270), including a base prospectus, relating to which registers the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Shares. The Company has filed or will file in accordance a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the provisions of Commission on April 16, 2004, under the Securities Exchange Act of 1934, 1940 Act. The registration statement as amended, including the exhibits and schedules thereto, at the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, time it became effective and any post-effective amendment thereto, including all documents filed is hereinafter referred to as part thereof or incorporated by reference thereinthe “Registration Statement.” The prospectus included in the Registration Statement at the time it became effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and including any information contained in a sales of the Shares. The Base Prospectus (as defined below) subsequently and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed at each Applicable Time and each Settlement Date are hereinafter referred 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, collectively 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 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 one or more prospectus supplements, in the form in which such Prospectus Supplement 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 All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto (and all other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which are or are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements 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 mean and include the filing of any document under the Exchange Act on which is or after the most-recent effective date of is deemed to be incorporated by reference in the Registration Statement, 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 All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value $0.001 per share (the “Common Stock”) with an aggregate offering price of up to $30.0 million (the “Placement Shares”); provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, or if applicable), (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) or (e) exceed the aggregate dollar amount of Placement Shares (the least lesser of (a), (b), (c), (d) and (de), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 May 6, 2015, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631202807), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, ordinary shares (the “Placement Shares”) of common stock of the Company, $0.0001 no par value per share (the “Common StockOrdinary Shares”); provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock Ordinary Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares Ordinary Shares (less Ordinary Shares issuable upon exercise, conversion or exchange of Common Stockany outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), (c) exceed the number or dollar amount of shares of Common Stock Ordinary Shares permitted to be sold under Form S-3, F-3 (including General Instruction I.B.6 of Form S-3I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock Ordinary Shares for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder 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 United States 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 Ordinary Shares. As of the date hereof, the The Company has filedfiled or will 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 Commission a registration statement on Form S-3 (333-269631)F-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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus 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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalXxxxx-Xxxxxx, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, up to an aggregate offering price of $35,000,000, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Xxxxx-Xxxxxx such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that 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 hereunder through 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. As of The Company has filed prior to the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631272616), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has also prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish ) to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx-Xxxxxx, as supplemented for use by Xxxxx-Xxxxxx, copies of the base prospectus and the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one any prospectus supplement, including the Prospectus Supplement, or more prospectus supplementsany Permitted Free Writing Prospectus (as defined below), as applicable, in the form in which such prospectus, Prospectus Supplement has Supplement, and/or Permitted Free Writing Prospectus 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalFBR, shares (the “Placement Shares”) of common stock ); of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, FBR such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock, (c) exceeds the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3registered on the Prospectus Supplement, or (d) the dollar amount of shares of Common Stock for which would cause the Company has filed a Prospectus not to satisfy the eligibility requirements for use of Form S-3 (as defined belowincluding instruction I.B.6 thereof) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through FBR will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”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. As of the date hereof, the The Company has filed, 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 (File No. 333-269631217738), 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, 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 the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has 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 (defined below), 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 incorporated or 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s 6.375% Series E Cumulative Term Preferred Stock (liquidation preference $25 per share), $0.0001 par value $0.001 per share (the “Common Series E Preferred Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) liquidation preference of up to $50,000,000 on the dollar amount terms set forth in Section 4 of shares this Agreement. The issuance and sale of Common Stock registered on Shares through the Agent will be effected pursuant to the Registration Statement (as defined below). The Company, (b) the number of authorized but unissued shares of Common Stock, (c) Adviser and the dollar amount of shares of Common Stock permitted Administrator have also entered into a sales agreement in substantially similar form to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) this Agreement (the least of (a“Sales Agreement”), dated of even date herewith, with Wedbush Securities Inc. (b), (c) and (d), the “Maximum AmountOther Agent”). Notwithstanding anything The aggregate liquidation preference of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreement shall not exceed $50,000,000. The Company agrees that whenever it determines to sell Shares directly to the contrary contained hereinAgent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the parties hereto agree that compliance form of Annex I hereto, relating to such sale in accordance with the limitations set forth in Section 4 of this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceAgreement. The issuance Company has entered into an amended and sale restated investment advisory and management agreement, dated as of Placement Shares hereunder will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission June 22, 2005 (the “CommissionInvestment Advisory Agreement”), although nothing in this Agreement shall be construed with the Adviser. The Company has entered into an administration agreement, dated as requiring of June 22, 2005 (the Company to issue any Placement Shares“Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631232124), including a base prospectus, relating to which registered the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agentschedules thereto, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-at its most recent effective amendment theretodate, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred 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 prospectusCompany may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Series E Preferred Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by referencereference therein, is hereinafter referred to as the extent such information “Base Prospectus.” The Company has not been superseded or modified prepared and will file with the Commission in accordance with Rule 412 under 497, a prospectus supplement (including all documents incorporated by reference therein, the Securities Act (as qualified by Rule 430B(g“Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Shares. The Base Prospectus and the Registration Statement, as it may be supplemented by one or more prospectus supplements, in the form in which such most recent Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b424 and/or Rule 497 at each Applicable Time and each Settlement Date (as such term is defined in Section 4(f) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called hereof) are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto shall be deemed supplements to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 Statementforegoing, 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 any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares of common stock (the “Placement Shares”) of common stock of the Company, par value $0.0001 par value per share (the “Common Stock”), up to an aggregate offering price of $50,000,000; provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, or (c) exceed the 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, number or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), and (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder 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 February 12, 2019, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631229085), including a base prospectus, relating to certain 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 to the base prospectus included as part of the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule Rules 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 prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act), together with any the then issued Issuer Free Writing Prospectus 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 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 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 Documentstherein. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, system or if applicable, the Interactive Data Electronic Application system when used by the Commission any successor thereto (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, up to $8,350,000 shares of common stock (the shares to be offered and sold hereunder being referred to as agent or principal, 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 Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 April 22, 2013, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631187801), 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 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 the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) 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 prospectusprospectus or base prospectuses, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares of common stock (the “Placement Shares”) of common stock of the Company, $0.0001 par value $0.001 per share (the “Common Stock”)) up to an aggregate offering price of $20,000,000; provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 April 29, 2019, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631230258), 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 the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act 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 prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act), together with any the then issued Issuer Free Writing Prospectus 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 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 (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, the 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 any 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 Applications system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, 149,400 shares (the “Placement Shares”) of common stock of the Company’s 10.875% Series A Cumulative Redeemable Preferred Stock, $0.0001 no par value per share (the “Common Preferred Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Agent such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof) under the Securities Act of 1933, as amended (the “Securities Act”), (b) exceeds the number of shares of Common Preferred Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (bc) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) or (d) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Common Preferred Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 (as defined below) to issue any Placement Shares. As of the date hereof, the The Company has filedfiled with the Commission a registration statement on Form S-3 (File No. 333-201462) (the “Current Registration Statement”), or will file a registration statement on Form S-3, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (333-269631), including a base prospectus, relating to certain 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under of the Securities Act Regulations 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 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(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, 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or an Agent that the Company has designated as sales agent to sell Placement Shares (as defined below) pursuant to the Agentterms of this Agreement (as of any given time, as agent or principal, shares (the “Placement SharesDesignated Agent”) for an aggregate gross sales price of up to $200,000,000 of shares of common stock of the Companystock, $0.0001 par value per share share, of the Company (the “Common Stock”); provided, however, that subject to the limitations set forth in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined belowSection 5(c) (the least of (a), (b), (c) and (d), the “Maximum AmountPlacement Shares”). 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 amount aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company Company, and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the Designated Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”)) on September 9, 2022, and which became automatically effective upon the filing thereof, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. As of the date hereof, the The Company has prepared and has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement as defined under Rule 405 of the Securities Act on Form S-3 S-3ASR (File No. 333-269631267357), including a base prospectusprospectus (the “Base 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 (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus ) included as part of such registration statement. The Company will furnish to each Agent, for use by such Agent, copies of the Sales Prospectus, as supplemented by Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretowhen 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) 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 prospectusBase Prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has was 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 “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (defined below“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 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. 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 any the most recent copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as agent or and/or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) the dollar amount offering price of shares of Common Stock registered on the Registration Statement (as defined below), (b) the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Common Stock permitted up to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) $1,000,000,000 (the least of (a), (b), (c) and (d), the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 and Section 5 on the amount 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 hereunder 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 (as defined below) to issue any Placement the Shares. As 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 the date hereof, the such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-269631225628), including a base prospectusprospectus dated June 14, 2018, relating to certain 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 the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished 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 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) 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.;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided further, however, that no representation or warranty included in any exhibit or schedule to any such incorporated document, other than the representations and warranties contained herein, is deemed to be made to the Agent. The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b424 (b) under the Securities Act, together with any then issued Issuer “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) (“Issue Free Writing Prospectus (defined belowProspectus”), 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 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 any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalBP, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, up to an aggregate offering price of $6,000,000, provided however, that in no event shall the Company issue or sell, sell through or to Agent, BP such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent BP 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 hereunder through BP 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631192864), 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 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the 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 Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalsales agent, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) offering price of up to $50,000,000 on the dollar amount terms set forth in Section 4 of shares this Agreement. The issuance and sale of Common Stock registered on Shares through the Agent will be effected pursuant to the Registration Statement (as defined below). The Company, (b) the number of authorized but unissued shares of Common Stock, (c) Adviser and the dollar amount of shares of Common Stock permitted Administrator have also entered into a sales agreement in substantially similar form to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) this Agreement (the least of (a“Sales Agreement”), dated of even date herewith, with Virtu Americas LLC (b), (c) and (d), the “Maximum AmountOther Agent”). Notwithstanding anything The aggregate offering price of Shares that may be sold collectively pursuant to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement and the Sales Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliancenot exceed $50,000,000. The issuance Company has entered into an investment advisory and sale management agreement, dated as of Placement Shares hereunder will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission June 22, 2005 (the “CommissionInvestment Advisory Agreement”), although nothing in this Agreement shall be construed with the Adviser. The Company has entered into an administration agreement, dated as requiring of June 22, 2005 (the Company to issue any Placement Shares“Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631259302), including a base prospectus, relating to which registered the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agentschedules thereto, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-at its most recent effective amendment theretodate, including all documents filed as part thereof or incorporated by reference therein, 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 424 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 is hereinafter referred 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 prospectusCompany may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by referencereference therein, is hereinafter referred to as the extent such information “Base Prospectus.” The Company has not been superseded or modified prepared and will file with the Commission in accordance with Rule 412 under 424 a prospectus supplement (including all documents incorporated by reference therein, the Securities Act (as qualified by Rule 430B(g“Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Shares. The Base Prospectus and the Registration Statement, as it may be supplemented by one or more prospectus supplements, in the form in which such most recent Prospectus Supplement has most recently been (and any supplements thereto) filed by the Company with the Commission pursuant to Rule 424(b424 at each Applicable Time and each Settlement Date (as such term is defined in Section 4(f) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called hereof) are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto shall be deemed supplements to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 Statementforegoing, 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 any copy thereof filed with the Commission pursuant to its Electronic Data Gathering 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 the Agents, American Depositary Shares (the “ADSs”), each representing sixty (60) fully paid ordinary shares in the capital of the Company (the “Ordinary Shares”), for up to the Agent, as agent or principal, shares an aggregate of $44,460,787 (the “Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, the Agents such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the Company to not satisfy the eligibility requirements for use of Form F-3 (including Instruction I.B.5. thereof), (b) would cause the 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 shares of Common Stock ADSs registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the Agents 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. As 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 date hereof, ADSs issued thereunder (the “Deposit Agreement”). The Company has filed, 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 Commission a registration statement on Form S-3 F-3 (File No. 333-269631199783), 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 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the 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 Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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, (a) all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”), and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or “$”. Each of the Company, FBR and JonesTrading hereby agree that all sales and solicitations of sales of ADSs by each Agent as agent for the Company shall be made solely on the Exchange (as defined below) or to the extent it is a negotiated transaction then solely in the United States.

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 or to the Agent, as agent or principal, (i) shares (the “Placement Common Shares”) of common stock of the Company’s Class A common stock, par value $0.0001 par value per share (the “Common Stock”)) and (ii) shares (the “Preferred Shares,” and together with the Common Shares, the Placement “Placement Shares”) of 9.75% Series A Cumulative Redeemable Preferred Stock par value $0.0001 per share (the “Preferred Stock”) through the Agent; provided, provided however, that in no event shall the Company issue or sell, and sell through or to Agent, the Agent such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number of shares or dollar amount of shares of Common Stock registered on and/or the number of shares or dollar amount of Preferred Stock covered by the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock, (c) the or 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, or (d) covered by the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), ) or (b), (c) and (d), being 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 amount number of Placement Common Shares and Preferred 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 hereunder through the Agent will be effected affected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (Reg No. 333-238588) (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (333-269631)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 a will, if necessary, prepare one or more prospectus supplement supplements to the base prospectus included as part of the such registration statement specifically relating to the Placement Shares (collectively, 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 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (defined below), Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, ordinary shares (the “Placement Shares”) of common stock of the Company, $0.0001 NIS 0.02 par value per share (the “Common StockShares”), for an aggregate amount of up to $28 million; provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares Shares (less Shares issuable upon exercise, conversion or exchange of Common Stockany outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock Shares permitted to be sold under Form S-3, F-3 (including General Instruction I.B.6 of Form S-3I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock Shares for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder 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 August 10, 2020, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 F-3 (File No. 333-269631240249), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any 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 proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) offering price of up to $35,000,000 on the dollar amount terms set forth in Section 4 of shares this Agreement. The issuance and sale of Common Stock registered on Shares through the Agent will be effected pursuant to the Registration Statement (as defined below). The Company, (b) the number of authorized but unissued shares of Common Stock, (c) Adviser and the dollar amount of shares of Common Stock permitted Administrator have also entered into one or more sales agreements in substantially similar form to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) this Agreement (the least of (a“Sales Agreements”), dated of even date herewith, with Wedbush Securities Inc. and Ladenburg Xxxxxxxx & Co. Inc. (b), (c) and (d), the “Maximum AmountOther Agents”). Notwithstanding anything The aggregate offering price of Shares that may be sold collectively pursuant to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement and the Sales Agreements shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliancenot exceed $35,000,000. The issuance Company has entered into an amended and sale restated investment advisory and management agreement, dated as of Placement Shares hereunder will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission June 22, 2005 (the “CommissionInvestment Advisory Agreement”), although nothing in this Agreement shall be construed with the Adviser. The Company has entered into an administration agreement, dated as requiring of June 22, 2005 (the Company to issue any Placement Shares“Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631232124), including a base prospectus, relating to which registered the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agentschedules thereto, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-at its most recent effective amendment theretodate, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred 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 prospectusCompany may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by referencereference therein, is hereinafter referred to as the extent such information “Base Prospectus.” The Company has not been superseded or modified prepared and will file with the Commission in accordance with Rule 412 under 497, a prospectus supplement (including all documents incorporated by reference therein, the Securities Act (as qualified by Rule 430B(g“Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Shares. The Base Prospectus and the Registration Statement, as it may be supplemented by one or more prospectus supplements, in the form in which such most recent Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b497 at each Applicable Time and each Settlement Date (as such term is defined in Section 4(f) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called hereof) are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto shall be deemed supplements to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 Statementforegoing, 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 any copy thereof filed with the Commission pursuant to its Electronic Data Gathering 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 in its sole discretion issue and sell through or to the Agent, as agent or principal, up to $35,000,000 of shares of common stock (the “Placement Shares”) of common stock of the Company, par value $0.0001 par value per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number or dollar amount of shares of Common Stock registered on pursuant to the Registration Statement (as defined below), pursuant to which the offering will be made, (b) exceeds the number of authorized but unissued and unreserved shares of Common Stock, (c) exceeds the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceeds the number or dollar amount of shares of Common Stock for which stated in the Company has filed a then-applicable ATM Prospectus (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder through Agent will be effected pursuant to the a Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”)) and which will be 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 SharesCommon Stock. As of the date hereof, the The Company has filedfiled or will 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 Commission a registration statement on Form S-3 (333-269631)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 certain 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 or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus SupplementATM Prospectus”). 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 Prospectus Supplementthe ATM Prospectus, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be an ATM Prospectus), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe ATM Prospectus, in the form in which such prospectus or prospectuses and/or ATM Prospectus Supplement has 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 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 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 Prospectus, including any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the ATM Prospectus or any Issuer Free Writing Prospectus 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 Supplementany ATM Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the 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 ATM Prospectus, 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 any 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 the Agent up to $50,000,000 of Common Stock, subject to the Agent, as agent or principal, shares limitations set forth in Section 5(c) (the “Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the amount aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time 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 hereunder through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”)) on November 13, 2020, and declared effective by the Commission on November 24, 2020, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. As For the avoidance of doubt, unless otherwise instructed by the date hereofCompany, the Agent shall effect any issuance and sale of shares of Company Common Stock first from amounts remaining available for sale under the 2019 Sales Agreement. Notwithstanding the foregoing, should the Company prefer that an issuance of shares of Common Stock be effected pursuant to this Agreement at a time when capacity remains under the 2019 Sales Agreement, the Agent shall comply with Company’s instructions to do so provided that all conditions required by Section 7 of this Agreement have been satisfied. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631250083), including a base 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 (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time pursuant to this Agreement (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 statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 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 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 “issuer free writing prospectus” (as used herein, as defined belowin Rule 433 under the Securities Act (“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 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 issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be 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 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 respective dates of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectusissuer 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem or, 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 MLV, acting as agent, up to the Agent, as agent or principal, 10,000,000 shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, sell through or to Agent, Placement MLV such number of Shares for an aggregate gross sales proceeds that would exceed (a) cause the dollar amount of shares of Common Stock registered on Company to not satisfy the Registration Statement (as defined below), (b) the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 eligibility requirements for use of Form S-3, or S-3 (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined belowincluding Instruction I.B.6. thereof) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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 or Preferred Stock. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631174879), including a base prospectus, relating with respect to certain securitiesequity 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, if necessary, prepare a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus to be included as part of such registration 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 any Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, 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 or deemed to be a part of such and also including any other registration statement filed 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 collectively, are herein called the “Registration Statement.,” The and the base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has most recently been is 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), Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 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 or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value $0.001 per share (the “Common Stock”) up to an aggregate offering price of $40,000,000 (such shares of Common Stock issued and sold or to be issued and sold through the Agent pursuant to a Placement Notice and this Agreement, the “Placement Shares”); provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common StockStock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares hereunder 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 December 7, 2016, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631214500), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalMLV, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”)) up to an aggregate price of $7,000,000; provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, MLV such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), and (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631176121), 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 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as agent or principal, common shares (the “"Placement Shares”") of common stock of the Company, $0.0001 no par value per share (the “"Common Stock”Shares"); provided, however, that in no event shall the Company issue or sell, sell through the Agents such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares Common Shares (less Common Shares issuable upon exercise, conversion or exchange of Common Stockany outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock Shares permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock Shares for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the 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 26, 2018 (the "Effective Date"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631228158), including a base prospectusprospectus (the "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 amendedamended (the "Exchange Act"), and the rules and regulations thereunder (the “Exchange Act”)thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “"Registration Statement.” " The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”"XXXXX").

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalMLV, shares (the “Placement Shares”) of common stock of the Company’s common stock, par value $0.0001 par value per share (the “Common Stock”); , up to an aggregate offering amount of $35,000,000, provided, however, that in no event shall the Company issue or sell, sell through or to Agent, MLV such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the dollar amount number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering will be made, or (b) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (db), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through MLV will be effected pursuant to the Registration Statement 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631176022), including a base prospectus, relating to certain 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 to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment 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 or 462(b) under of the Securities Act or Regulations, and also including any subsequent other registration statement on Form S-3 related to the Placement Shares 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 Act462(b), is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus 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 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 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-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 deemed to be 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, shares of common stock (the shares to be offered and sold hereunder being referred to as agent or principal, 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 Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or the dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared will, if necessary, prepare a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (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 Placement Shares to be issued from time to time by the Company. The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) 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 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), included in the Registration Statement, as it may be supplemented by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any the then issued Issuer Free Writing Prospectus Prospectus(es) (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 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 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).”

Issuance and Sale of Shares. The Company agrees that, from time proposes to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for having an aggregate gross sales proceeds that would exceed (a) offering price of up to $35,000,000 on the dollar amount terms set forth in Section 4 of shares this Agreement. The issuance and sale of Common Stock registered on Shares through the Agent will be effected pursuant to the Registration Statement (as defined below). The Company, (b) the number of authorized but unissued shares of Common Stock, (c) Adviser and the dollar amount of shares of Common Stock permitted Administrator have also entered into one or more sales agreements in substantially similar form to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) this Agreement (the least of (a“Sales Agreements”), dated of even date herewith, with Wedbush Securities Inc. and Cantor Xxxxxxxxxx & Co. (b), (c) and (d), the “Maximum AmountOther Agents”). Notwithstanding anything The aggregate offering price of Shares that may be sold collectively pursuant to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement and the Sales Agreements shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliancenot exceed $35,000,000. The issuance Company has entered into an amended and sale restated investment advisory and management agreement, dated as of Placement Shares hereunder will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission June 22, 2005 (the “CommissionInvestment Advisory Agreement”), although nothing in this Agreement shall be construed with the Adviser. The Company has entered into an administration agreement, dated as requiring of June 22, 2005 (the Company to issue any Placement Shares“Administration Agreement”), with the Administrator. As of the date hereof, the The Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1933 Act”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-269631232124), including a base prospectus, relating to which registered the offer and sale of certain securities, including the Placement Shares securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agentschedules thereto, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-at its most recent effective amendment theretodate, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred 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 prospectusCompany may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by referencereference therein, is hereinafter referred to as the extent such information “Base Prospectus.” The Company has not been superseded or modified prepared and will file with the Commission in accordance with Rule 412 under 497, a prospectus supplement (including all documents incorporated by reference therein, the Securities Act (as qualified by Rule 430B(g“Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Shares. The Base Prospectus and the Registration Statement, as it may be supplemented by one or more prospectus supplements, in the form in which such most recent Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b497 at each Applicable Time and each Settlement Date (as such term is defined in Section 4(f) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called hereof) are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto shall be deemed supplements to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, 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 Statementforegoing, 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 any copy thereof filed with the Commission pursuant to its Electronic Data Gathering 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, as agent or principal, common shares (the “"Placement Shares”") of common stock in the capital of the Company, $0.0001 Company (no par value per share value) (the “"Common Stock”Shares"); provided, however, that in no event shall the Company issue or sell, sell through the Agents such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares Common Shares (less Common Shares issuable upon exercise, conversion or exchange of Common Stockany outstanding securities of the Company or otherwise reserved from the Company's authorized share capital), (c) exceed the number or dollar amount of shares of Common Stock Shares permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock Shares for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared deemed automatically effective by the United States Securities and Exchange Commission (the “"Commission”") on March 22, 2024 (the "Effective Date"), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. As of the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631), 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 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 one or more prospectus supplements, in the form in which such Prospectus Supplement 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 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 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, “EXXXX”)issue Common Shares.

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 or and/or principal, up to 9,000,000 shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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”)automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. As The Company has also entered into sales agreements dated as of even date hereof with each of RBC Capital Markets, LLC (“RBC”), Cantor Xxxxxxxxxx & Co. (“CF&Co”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) (the date hereof, “March 2013 Sales Agreements”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-269631172368), 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 (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-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) 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 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 “issuer free writing prospectus” (a “Free Writing Prospectus Prospectus”), as defined in Rule 433 of the Securities Act Regulations (defined below“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, System or if applicable, the its Interactive Data Electronic Application system when used by the Commission Applications System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, shares of common stock (the shares to be offered and sold hereunder being referred to as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value $0.01 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, sell through the Agent such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631200291), including a one or more base prospectusprospectuses, 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement statement, which prospectus or prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, if necessary, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Sales Agreement (this “Agreement”), the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, Sales Agents shares of common stock (the “Placement Shares”) of common stock of the Company, par value $0.0001 par value per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, sell through or to Agent, the Sales Agents such number or dollar amount of Placement Shares for an aggregate gross sales proceeds that would (i) exceed (a) the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (bii) exceed the number of authorized but unissued shares of Common StockStock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (ciii) exceed the number or dollar amount of shares of Common Stock permitted to be sold by the Company under Form S-3, S-3 (including General Instruction I.B.6 I.B.6. thereof, if applicable), (iv) exceed the number of Form S-3, shares of Common Stock permitted to be sold under the rules and regulations of the Nasdaq Capital Market (the “Exchange”) or (dv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of clauses (ai), (bii), (ciii), (iv) and (dv), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through or to the Sales Agents will be effected pursuant to the Registration Statement filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”)) on December 11, 2023 and initially declared effective by the Commission on December 19, 2023, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. As shares of the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631), 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 StatementCommon Stock.” The base prospectus, including all documents 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 one or more prospectus supplements, in the form in which such Prospectus Supplement 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 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 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, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as agent or principalacting severally, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.00001 per share (the “Common Stock”); provided) up to an aggregate offering price of $80,000,000, provided however, that in no event shall the Company issue or sell, sell through or to Agent, the Agents such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the dollar amount number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) or (c) exceeds the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of any Placement Shares hereunder sold through the Agents 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 issue any Placement Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631218916), (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 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 the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under of the Securities Act Regulations 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 prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentBTIG, as sales agent or and/or principal, up to that number of shares (the “Placement Shares”) of common stock of the Company’s common stock, par value $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of $11,000,000 (the “Shares”); provided, however, that in no event shall the Company issue or sell, sell to or through or to Agent, Placement BTIG such number of Shares for an aggregate gross sales proceeds that would exceed (a) cause the dollar Company not to satisfy the eligibility requirements for use of Form S-3 (including, for so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares of Common Stock registered on then available for offer and sale under the currently effective Registration Statement (as defined below), ) pursuant to which the offering hereunder is being made or (bc) exceed the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto Parties acknowledge and agree that compliance with the limitations set forth in this Section 1 on the amount Maximum Amount of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that Agent BTIG shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder to or through BTIG will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement use the Registration Statement to offer and sell Shares. As of the date hereof, the The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission Commission, not earlier than three years prior to the date hereof, a shelf registration statement on Form S-3 (File No. 333-269631212546), including a base prospectus, relating with respect to offerings of certain securitiessecurities of the Company, 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the such registration statement at the time it became effective specifically relating to the Placement offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the AgentBTIG, for use by the AgentBTIG, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-as declared effective amendment theretoby the Commission, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act, as applicable, to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the 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 collectively, are herein called the “Registration Statement.,” The and the base prospectusprospectus included in the registration statement at the time it became effective, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such Prospectus Supplement 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 “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (defined below“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.” If the Company has filed an abbreviated registration statement to register additional securities of the Company pursuant to Rule 462(b) under the Securities Act, then any reference to the Registration Statement in this Agreement shall also be deemed to include such abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus therein (such documents incorporated or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, be incorporated by reference therein (are herein called 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 any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as agent or principal, common shares (the “Placement Shares”) of common stock of the Company, $0.0001 no par value per share (the “Common StockShares”); provided, however, that in no event shall the Company issue or sell, sell through the Agents such number or to Agent, dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceed the number or dollar amount of shares of Common Stock Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares Common Shares (less Common Shares issuable upon exercise, conversion or exchange of Common Stockany outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock Shares permitted to be sold under Form S-3, S-3 (including General Instruction I.B.6 of Form S-3thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock Shares for which the Company has filed a Prospectus Supplement (as defined below) (the least lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through the 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 26, 2018 (the “Effective Date”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. As of the date hereof, the The Company has filed, 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 Commission a registration statement on Form S-3 (File No. 333-269631228158), including a base prospectusprospectus (the “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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement specifically relating statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (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 supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents 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 supplemented, if necessary, by one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement has have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any the then issued Issuer Free Writing Prospectus (defined belowProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the 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, the 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalXxxxx-Xxxxxx, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, up to an aggregate offering price of $25,000,000, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Xxxxx-Xxxxxx such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that 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 hereunder through 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. As of The Company has filed prior to the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631273459), 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 amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has also prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentXxxxx-Xxxxxx, for use by the AgentXxxxx-Xxxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one the Prospectus Supplement, any Interim Prospectus Supplement (as defined below), or more prospectus supplementsany Permitted Free Writing Prospectus (as defined below), as applicable, in the form in which such prospectus, Prospectus Supplement has Supplement, Interim Prospectus Supplement, and/or Permitted Free Writing Prospectus 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or Xxxxxxx Xxxxx, acting as agent, up to the Agent, as agent or principal, 8,000,000 shares (the “Placement Shares”) of common stock of the Company’s common stock, par value $0.0001 par value per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares 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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through Xxxxxxx 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 offer, sell or issue any Placement the Shares. As The Company agrees that Xxxxxxx Xxxxx shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed in a separate written agreement containing the terms and conditions of the date hereof, the such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631256825), 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 (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 the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentXxxxxxx Xxxxx, for use by the AgentXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as amended, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in or incorporated by reference 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 Act, and all exhibits, schedules and financial statements filed therewith, and any subsequent post-effective amendment to such 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 Actstatement, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (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 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 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, “EXXXX”).filed

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalBP, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”); provided, up to an aggregate offering price of $50,000,000 less the aggregate offering price of any Common Stock sold pursuant to the Concurrent Facility Agreement (as defined below), provided however, that in no event shall the Company issue or sell, sell through or to Agent, BP such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) would cause the dollar amount Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares of Common Stock, (c) the dollar amount of shares of Company’s Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) and (dc), 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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent BP shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through BP will be effected pursuant to the Registration Statement 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-269631183679), 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 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the 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 Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) under 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 ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (defined below)Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. 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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principalMLV, shares of (a) the Company’s 9.25% Series A Cumulative Redeemable Preferred Stock, no par value per share with a liquidation preference of $25.00 per share (the “Placement SharesPreferred Stock”), and (b) of common stock shares of the Company’s common stock, $0.0001 no par value per share (the “Common Stock” and together with the Preferred Stock, the “Placement Shares”); provided, however, that in no event shall the Company issue or sell, sell through or to Agent, MLV such number of Placement Shares that (i) would cause the Company not to satisfy the eligibility requirements for an aggregate gross sales proceeds that would exceed use of Form S-3, (aii) exceeds the dollar amount number of shares of either Common Stock or Preferred Stock, as applicable, registered on the effective Registration Statement and included in the Prospectus (each as defined below)) pursuant to which the offering is being made, or (biii) exceeds the number of authorized but unissued shares of Common Stock or Preferred Stock, (c) the dollar amount of shares of Common Stock permitted to be sold under Form S-3as applicable, including General Instruction I.B.6 of Form S-3, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least lesser of (ai), (b), (cii) and (diii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through 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. As of the date hereof, the The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-269631192094), including a base prospectus, relating to certain securities, including the Placement Shares to be issued and sold from time to time by the CompanyCompany hereunder, 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement has 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 (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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock up to $150 million of the Company’s common shares of beneficial interest, $0.0001 0.01 par value per share (the “Common StockPlacement Shares”); provided, provided however, that in no event shall the Company issue or sell, sell through or to Agent, Agent such number of Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number or dollar amount of the Company’s common shares of beneficial interest, $0.01 par value per share (the “Common Stock Shares”), registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (b) exceeds the number of authorized but unissued shares Common Shares provided for in its Declaration of Common Stock, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) Trust (the least lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares hereunder through Agent will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”as defined below), although nothing in this Agreement shall be construed as (i) requiring the Company to use the Registration Statement to issue any Placement Shares. As Shares or (ii) limiting in any way the Company’s ability to issue or sell Common Shares or other securities of the Company in other transactions, and in such event, Agent shall have no right to any commissions, fee or other payment with respect to any such transactions. The Company has also entered into separate at market issuance sales agreements, each dated as of even date hereofherewith (the “Alternative Distribution Agreements”), pursuant to which it may, from time to time during the term of such Alternative Distribution Agreements, issue and sell through or to JMP Securities LLC, KeyBanc Capital Markets Inc., and RBC Capital Markets, LLC (each, an “Alternative Agent”), as sales agent and/or principal, Placement Shares up to the Maximum Amount. The aggregate dollar amount of Placement Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company has filed, 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 (File No. 333-269631197842), 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 the such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 one or more prospectus supplementsthe Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement has 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 (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 any the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval systemSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees thatto issue and sell through or to Ascendiant, shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, shares (the “Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”)in this Agreement; provided, provided however, that in no event shall will the Company issue or sell, sell through or to Agent, Ascendiant such dollar amount of Placement Shares for an aggregate gross sales proceeds that would exceed $50,000,000 in the aggregate (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, (c) the 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, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that Agent shall Ascendiant will have no obligation in connection with such compliance, provided that Ascendiant follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares hereunder through Ascendiant will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “CommissionSEC”), although nothing in this Agreement shall will be construed as requiring the Company to issue any Placement Shares. As of the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (333-269631), 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 the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 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 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 one or more prospectus supplements, in the form in which such Prospectus Supplement 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 by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or to issue Common Stock. Certain capitalized terms used in this Agreement have the Prospectus meanings ascribed to them in Section 25. 2 This Amendment shall be deemed to refer to binding on the Company and include the filing after the execution hereof Agent and all of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statementtheir respective successors, the Prospectus Supplementheirs, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to personal representatives 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 assigns 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 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, “EXXXX”)permitted transferees.