Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 (File No. 333-228603), including a base prospectus, relating 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 one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 (File No. 333-228603261630), including a base prospectus, relating 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 one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 to or through or to the Agent, as sales agent or principal, Sales Agent shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant subject 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Shares shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has filedprepared and will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares shares of Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares offering of Common Stock pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”). The Company will furnish to the Sales Agent, for use by the Sales 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 SharesATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), and the ATM 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)), each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares (as defined below) that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

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 AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through or to the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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 described in the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603252475), including a base prospectus, relating 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 one or more shall prepare and file with the Commission a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

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 the Company’s common shares, par value $0.01 per share (the “Common SharesShare”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Share 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 (File No. 333-228603333-[228603]), including a base prospectus, relating 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentXX Xxxxx, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $125,000,000.00 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (a) a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and (b) a prospectus supplement specifically relating to the Placement Shares (the “ATM Prospectus Supplement”) to the base prospectus included as part of such registration statement, each of which incorporates incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more prospectus supplements to As soon as practicable following the base prospectus included as part of date that such registration statement specifically relating to is declared effective, the Placement Shares (the “Prospectus Supplement”). The Company will shall furnish to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the ATM Prospectus Supplement, Supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (a “Rule 462(b) Registration Statement”) or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus SupplementSupplement or any additional prospectus supplement, in the form in which such base prospectus and/or and ATM Prospectus Supplement and/or additional prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is consented to by XX Xxxxx, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the 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, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other similar references or obligations) copies of any document or other information shall be deemed satisfied if the same is filed with the Commission through 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, acting as sales agent or and/or principal, common shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through aggregate Gross Proceeds from the Agent such number sale of the Placement Shares that exceed the lesser of (a) exceeds the number limitation set forth in General Instruction I.B.6 of shares or dollar amount Form S-3, (b) the maximum aggregate offering price of Common Shares the securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (bc) exceeds the number of shares or maximum dollar amount registered on of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) or ), (b) and (c), the “Maximum Amount”); and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, or shall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

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 the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) having an aggregate offering price that exceeds $100,000,000, (b) that exceeds the number of shares or dollar amount of Common Shares Stock registered on the then-effective Registration Statement (as defined below) pursuant to which the offering is being made or (bc) exceeds that exceed the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603201581), 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 with the Commission in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, Agent for its 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 statement or any post-effective amendment theretoother registration statement of the Company subsequently filed with the Commission registering the Placement Shares, including in each case all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act430B, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act ), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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 for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has 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”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3, including (File No. 333-228603a) a base prospectus relating to certain securities (including the Common Stock) to be issued from time to time by the Company (the “Base Prospectus”), including and (b) a base prospectus, prospectus supplement to the Base Prospectus included as part of such registration statement (the “ATM Prospectus”) specifically relating certain securities including to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), 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 4842-7455-9186.v4 DB3/ 203542030.6 4842-7455-9186.v5 amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to , and the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)rules and regulations thereunder. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus Base Prospectus included as part of such registration statement, as supplemented by statement and the ATM Prospectus Supplement, relating to the offer and sale of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Base Prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principalDistribution Agents, shares (the “"Placement Shares”); ") of the Company’s 's voting common sharesstock, par value $0.01 1.00 per share (the “"Common Shares”Stock"); , provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of Common Shares company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603209760), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “"Prospectus Supplement”"). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”"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 AgentBRFBR, as sales agent or principal, up to $100,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603222365), including a base prospectus, prospectus relating certain securities including to the Placement Shares to be issued from time to time by (the Company“ATM Prospectus”), and which incorporates incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (to the “Prospectus Supplement”)ATM Prospectus. The Company will furnish to the AgentBRFBR, for use by the AgentBRFBR, copies of the base prospectus included as part of such registration statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $0.001 par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of an aggregate amount up to 40,000,000 Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance, provided that the Agents strictly follow the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Placement Shares through the Agent will Agents shall 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 SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3 (File No. 333-228603173682), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to each of 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 theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as define herein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any 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 Applications (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentA.G.P./Alliance Global Partners, acting as sales agent or principal, shares and/or principal (the “Placement SharesSales Agent”); of , the Company’s common ordinary shares, par value $0.01 0.00166667 per share (the “Common Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant subject 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Ordinary Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in . The term of this Agreement shall be construed as requiring commence on the Company to use date on which the Registration Statement to issue any Placement Shares(as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form F-3 (File No. 333-228603)F-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares Ordinary 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 (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus offering of Ordinary Shares pursuant to this Agreement included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”). The As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesShares (as defined below). 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) any prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusInitial Prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented from time to time by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus Base Prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of 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 (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

Issuance and Sale of Shares. The Company Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCF&Co, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the CompanyFund’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number ) having an aggregate gross sales price of Placement Shares that up to $30,000,000 (a) exceeds the number of shares or dollar amount of Common Shares 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”)) on the terms set forth in this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Fund, and that the Agent CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company Fund to use the Registration Statement (as defined below) to issue any Placement the Shares. The Company Fund has filed, in accordance filed with the provisions Commission a registration statement on Form N-2 (File Nos. 333-165006 and 811-21462), which became effective on April 5, 2012 (the “Original Registration Statement”), covering the registration of the Shares under the Securities Act of 1933, as amended and the rules and regulations thereunder (the “1933 Act” or “Securities Act”), with and a notification on Form N-8A of registration of the Securities and Exchange Commission Fund as an investment company under the Investment Company Act of 1940, as amended (the “Commission1940 Act”), a registration statement and the rules and regulations of the Commission under the 1933 Act and the 1940 Act (the “Rules and Regulations”). The base prospectus included in the Original Registration Statement, in the form in which it has most recently been filed with the Commission on Form F-3 (File No. 333-228603)or prior to the date of this Agreement, including any statement of additional information incorporated therein by reference, is hereinafter called the “Basic Prospectus.” Promptly after execution and delivery of this Agreement, the Fund will, if required, prepare and file a base prospectuspost-effective amendment to the Original Registration Statement and will prepare and file one or more supplements relating to the Shares (collectively, relating certain securities including the Placement Shares “Prospectus Supplement”) to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file Basic Prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) under the Securities Exchange 1933 Act and paragraph (c) and/or (h) of 1934, as amended Rule 497 (“Rule 497”) of the Rules and the rules and regulations thereunder (the “Exchange Act”)Regulations. The Company has prepared one or more prospectus supplements information included in any such Prospectus Supplement that was omitted from such Original Registration Statement at the time it became effective but that is deemed to the base prospectus included as be part of such registration statement specifically relating Original Registration Statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Such Original Registration Statement, including the Placement Shares (amendments thereto, the “Prospectus Supplement”). The Company will furnish to exhibits and schedules thereto at the Agent, for use by time it became effective and including 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, Rule 430A Information and any post-effective amendment thereto, including all documents filed as part thereof or statement of additional information incorporated therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actreference, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration StatementBasic Prospectus, as it may be amended and supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company Fund with the Commission pursuant to Rule 424(b) 497 under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Basic Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application any successor system when used by the Commission (collectively, “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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentCowen, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $200,000,000.00 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares or dollar amount of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 S-3ASR (File No. 333-228603227209), including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, 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, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).

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 sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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 described in the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603252475), including a base prospectus, relating 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 one or more shall prepare and file with the Commission a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to X. Xxxxx FBR, Inc. (“Alternative Agent”), acting as agent and/or principal, the Placement Shares. 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 F-3 S-3 (File No. 333-228603221725), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of under the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “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 to or through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of common stock of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock) that are available for issuance under the Restated Certificate of Incorporation of the Company, (c) exceed the number or dollar amount registered on of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a) or ), (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 dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which will be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one a prospectus or more a prospectus supplements supplement to the base prospectus included as part of such 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 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 SharesShares to be issued from time to time by the Company. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act, and any one or any subsequent more additional effective registration statement statements on Form F-3 filed pursuant S-3 from time to Rule 415(a)(6) under 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 Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, 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 Incorporated Documents (as qualified by Rule 430B(g) of the Securities Actdefined below), included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement or prospectuses have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, the Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any filing, report or statement shall be deemed satisfied if the same is filed with the Commission through XXXXX or any successor system.

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 of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (b) exceed the number or dollar amount of shares of Common Shares registered on the effective Registration Statement Stock permitted to be sold under Form S-3 (as defined belowincluding General Instruction I.B.6 thereof, if applicable) pursuant to which the offering is being made or (bc) exceeds exceed the number of shares or dollar amount registered on of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and which became immediately effective upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below) on December 11, 2020, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 S-3 (File No. 333-228603251302), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one a prospectus or more a prospectus supplements supplement to the base prospectus included as part of such 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 AgentAgents, for use by the AgentAgents, 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 statementstatement(s), and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principalAgents, shares (the “Placement Shares”); ) of common stock of the Company’s common shares, $0.0001 par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number ) having an aggregate offering price of Placement Shares that up to $150,000,000 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) being filed by the Company and which will become automatically effective under Rule 462(e) under the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act). On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) supplemental to the Base Prospectus and 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 statementBase Prospectus, 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 of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission any successor thereto (collectively, “XXXXXEXXXX”).

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 and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on of Common Stock set forth in the ATM Prospectus Supplement (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the lesser least of (a), (b), (c) or (b) d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (i) a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the CompanyCompany and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”), and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act430B, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentXxxxxx Xxxxx Securities, Inc., acting as sales agent or principal, shares and/or principal (the “Placement SharesSales Agent”); , shares of the Company’s common sharesstock, par value $0.01 0.00001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant subject 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Shares the Common Stock to or through the Sales Agent 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 . The term of this Agreement shall be construed as requiring commence on the Company to use date on which the Registration Statement to issue any Placement Shares(as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus offering of Common Stock pursuant to this Agreement included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”). The As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesShares (as defined below). 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) any prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusInitial Prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented from time to time by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus Base Prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of 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 (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

Issuance and Sale of Shares. The Company agrees thatto issue and sell through Ascendiant, 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 sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”)in this Agreement; provided however, that in no event shall will the Company issue or sell through the Agent Ascendiant such number of Placement Shares that would (a) exceeds cause the number aggregate offering price of shares or dollar amount such Placement Shares to exceed the remaining maximum aggregate offering price of Common Shares securities of the Company registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds exceed the number of the Company’s authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that the Agent shall Ascendiant will have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent 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 “SEC”), although nothing in this Agreement shall will be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filedfiled with the SEC, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603235896), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement 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 the registration statement. The Company will furnish to Ascendiant, for use by it, copies of the prospectus included as part of 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission SEC pursuant to Rule 424(b) under the Securities 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 will be deemed to refer to and include the filing after the execution hereof of any document with the Commission SEC deemed to be incorporated by reference therein (the “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 the most recent copy filed with the Commission SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission SEC (collectively, “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 AgentBRFBR, as sales agent or principal, up to $150,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603235761), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to BRFBR, for use by BRFBR, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXXEXXXX”).

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 Agent, as sales agent or principal, and/or principal up to that number of shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of $500,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), 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 number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and the Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which became effective upon filing with the Registration Statement to issue any Placement SharesU.S. Securities and Exchange Commission (the “Commission”) under Rule 462(e) under the Securities Act (as defined below). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission, not earlier than three years prior to the date hereof, an “automatic shelf registration statement” (as defined under Rule 405 under the Securities and Exchange Commission (the “Commission”), a registration statement Act) on Form F-3 S-3 (File No. 333-228603262320), including a base prospectus, relating with respect to offerings of certain securities 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 amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of 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 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-when it became effective amendment theretoupon filing with 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is 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 or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” 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 (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXXEXXXX”). The Company and the Operating Partnership have also entered into separate sales agreements (collectively, the “Separate Sales Agreements”), dated as of even date herewith, with [ ], [ ] and [ ] (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal thereunder, a “Separate Agent”), for the issuance and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Sales Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Sales Agreements” and together with the Separate Sales Agreements, the “Alternative Sales Agreements”) with one or more additional agents and/or principals. The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Sales Agreements shall not exceed the Maximum Amount.

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 principalHCW, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering price of up to $13,162,213; provided provided, however, that in no event shall the Company issue or sell through the Agent HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent HCW shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent HCW will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603217323), 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 one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentHCW, for use by the AgentHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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, acting as sales agent or and/or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares (as defined below) that (ai) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (ii) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (biii) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”)Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock 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 Sharesthe Common Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603217988), including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Common Stock being offered under this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of 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 SharesCommon Stock. Except where the context otherwise requires, such EXHIBIT 10.1 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Common Stock offered under this Agreement that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its 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 “XXXXXIDEA”).

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 sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common Stock”), through the Agents as sales agents or principals (the “Placement Shares”); provided however, that in no event shall the Company issue or and sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on Stock covered by 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 covered by the Prospectus Supplement (as defined below) (the lesser of (a) or (b) 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 number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent Agents will be effected affected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (Reg No. 333-262289) (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 (File No. 333-228603)S-3 on January 21, 2022, 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 one or more will, if necessary, prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principalMLV, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities ActAct Regulations), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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, acting as sales agent or and/or principal, up to 9,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into sales agreements dated as of even date hereof with each of RBC Capital Markets, LLC (“RBC”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Scotia Capital (USA) Inc. (“Scotiabank”) (the “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 amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a ) an automatic shelf registration statement on Form F-3 S-3 (File No. 333-228603172368), 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 (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the its Interactive Data Electronic Application system when used by the Commission Applications System (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentUS Tiger Securities, Inc., acting as sales agent or principal, shares and/or principal (the “Placement SharesSales Agent”); of , the Company’s common Class A ordinary shares, par value $0.01 0.0001 per share (the “Common Class A Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant subject 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Class A Ordinary Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in . The term of this Agreement shall be construed as requiring commence on the Company to use date on which the Registration Statement to issue any Placement Shares(as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form F-3 (File No. 333-228603)F-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares Class A Ordinary 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 (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus offering of Class A Ordinary Shares pursuant to this Agreement included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”). The As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesShares (as defined below). 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) any prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusInitial Prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented from time to time by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus Base Prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of 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 (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “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 AgentAgents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $0.001 par value $0.01 per share (the “Common SharesStock”); provided however, that ) in no event shall the Company issue or sell through the Agent such number of an aggregate amount up to 6,500,000 Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the neither Agent shall have no any obligation in connection with such compliance, provided that such Agent strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Placement Shares through the Agent will Agents shall 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 SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3 (File No. 333-228603170646), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to each of 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 theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as define herein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any 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 Applications (collectively, “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 AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, no par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603238324), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEDXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common shares8.20% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to X. Xxxxx FBR, Inc. (“Alternative Agent”), acting as agent and/or principal, the Placement Shares. 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 F-3 S-3 (File No. 333-228603221725), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees and the Operating Partnership 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 AgentDistribution Agents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $0.01 par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of up to $500,000,000 of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on regarding the number aggregate offering price of the Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Distribution Agents shall not have no any obligation in connection with such compliance, provided that the Distribution Agents strictly follow the trading instructions provided pursuant to any Placement Notice (as defined below), including, without limitation, not selling in excess of the number of Placement Shares specified in any Placement Notice. The issuance and sale of Placement Shares through the Agent will Distribution Agents shall be effected pursuant to the Registration Statement (as defined below) filed by the Company automatically deemed effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The obligations of Distribution Agents under this Agreement shall be several, and not joint. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603187240), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the 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) of the Securities Act, as well as any comparable successor or any subsequent other registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed to be 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)therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined herein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any 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 Applications System (collectively, “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 AgentAgents, as sales agent or principalagent, shares (the “Placement Shares”); of the Company’s common sharesCommon Stock, par value $0.01 0.00001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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 for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has 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”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (a) a base prospectus, prospectus relating to certain securities (including the Placement Shares) to be issued from time to time by the Company, and (b) an At Market Issuance Sales Agreement prospectus (“ATM Prospectus”) specifically relating to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), 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 one or more prospectus supplements to , and the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)rules and regulations thereunder. 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 statement and the ATM Prospectus Supplement, relating to the offer and sale of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $0.01 par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of up to $60,000,000 of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on regarding the number aggregate offering price of the Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance, provided that the Agents strictly follow the trading instructions provided pursuant to any Placement Notice (as defined below), including, without limitation, not selling in excess of the number of Placement Shares specified in any Placement Notice. The issuance and sale of Placement Shares through the Agent will Agents shall be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603182971), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to each of 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, on each date and time that such registration statement and any post-effective amendment theretothereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, as well as any comparable successor or any subsequent other registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed to be 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)therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as define herein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any 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 Applications System (collectively, “XXXXXEXXXX”).

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 the Company’s common Class A ordinary shares, par value $0.01 0.0001 per share (the “Common Ordinary Shares”), of the Company (the “Placement Shares”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares Ordinary Shares or dollar amount of Common Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares Ordinary 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 and unreserved Ordinary Shares (other than Ordinary Shares reserved for issuance hereunder). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 (File No. 333-228603264714), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the 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 of the Securities Act, Act or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentAgents up to an aggregate of $75,000,000 of shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), as sales agent or principal, shares subject to the limitations set forth in Section 5(c) (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number 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 Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the automatically effective Registration Statement (as defined below)) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (a) a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more , and (b) a prospectus supplements specifically relating to the base prospectus Placement Shares to be issued from time to time pursuant to this Agreement (the “ATM Prospectus”) included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus ATM 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to reference, included in the extent such information has not been superseded or modified ATM Prospectus, together with any “issuer free writing prospectus” (as used herein, as defined in accordance with Rule 412 433 under the Securities Act (as qualified by “Rule 430B(g) of the Securities Act433”)), included in relating to the Registration Statement, as it may Placement Shares that (i) is required to be supplemented filed with the Commission by the Prospectus SupplementCompany or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company 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 424(b) under the Securities Act 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 therein (the “Incorporated Documents”). Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principal, shares (the “Placement Shares”); up to $50,000,000 of the Company’s common ordinary shares, par value $0.01 0.00001 per share (the “Common Ordinary Shares”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Ordinary Shares (the “Placement Shares that (aShares”) exceeds the number of shares or dollar amount of Common Placement Shares that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of shares authorized but unissued Ordinary Shares, (c) exceed the number or dollar amount registered on of Ordinary Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (as defined below) (the lesser least of (a) or ), (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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which will be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one a prospectus or more a prospectus supplements supplement to the base prospectus included as part of such 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 (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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentCowen, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $300,000,000 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below)) filed by the Company with the Securities and Exchange Commission (the “Commission”) and which became automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus Shares (the “ATM Prospectus”) included as part of such registration statement statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statementATM Prospectus, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, if any, in the form in which such base prospectus ATM Prospectus and/or Prospectus Supplement Supplement, if any, have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “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 sales agent or principal, up to $50,000,000 of shares of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds exceed the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement of Common Stock (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) on July 20, 2012, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603182476), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principalMLV, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) ), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603333­153104), 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentAgents, as sales agent or principal, shares of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (b) exceed the number or dollar amount of shares of Common Shares registered on the effective Registration Statement Stock permitted to be sold under Form S-3 (as defined belowincluding General Instruction I.B.6 thereof, if applicable) pursuant to which the offering is being made or (bc) exceeds exceed the number of shares or dollar amount registered on of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below)) filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 1, 2023, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603251302), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one a prospectus or more a prospectus supplements supplement to the base prospectus included as part of such 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 AgentAgents, for use by the AgentAgents, 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 statementstatement(s), and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) or (c) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 an automatic shelf registration statement on Form F-3 S-3 (File No. 333-228603233636) (the “Current Registration Statement”), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the 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 of the Securities Act, Act or any subsequent registration statement on Form F-3 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 or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 to or through or to the Agent, as sales agent or principal, and/or principal up to that number of shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of $500,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), 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 number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and the Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (Commission, not earlier than three years prior to the “Commission”)date hereof, a shelf registration statement on Form F-3 S-3 (File No. 333-228603235731), including a base prospectus, relating with respect to offerings of certain securities 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 amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of 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 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-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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is 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 or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” 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 (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXX”). The Company and the Operating Partnership have also entered into separate sales agreements (collectively, the “Separate Sales Agreements”), dated as of even date herewith, with Xxxx Capital Partners, LLC, Compass Point Research & Trading, LLC, JMP Securities LLC and Xxxxx Xxxxxxx & Co. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal thereunder, a “Separate Agent”), for the issuance and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Sales Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Sales Agreements” and together with the Separate Sales Agreements, the “Alternative Sales Agreements”) with one or more additional agents and/or principals. The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Sales Agreements shall not exceed the Maximum Amount.

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 agents or principalprincipals, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent Agents such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603270137), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to the Agents, for use by the Agents, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). In connection with this Agreement, the Company and X. Xxxxx hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Company and X. Xxxxx dated as of June 15, 2021 (the “June 2021 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the June 2021 Sales Agreement shall remain in full force and effect.

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 the Company’s Class B common shares, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603222856), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principal, shares (the “Placement Shares”); ) of Class A Common Stock of the Company’s common shares, $0.01 par value $0.01 per share (the “Common SharesStock”); provided however, that ) in no event shall an aggregate amount not to exceed the Company issue or sell through lesser of (A) the Agent such number of Placement Shares that (a) exceeds amount available for offer and sale under the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below), (B) pursuant the amount authorized from time to which time to be issued and sold under this Agreement by the offering is being made Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and (bC) exceeds the number amount that would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of shares or dollar amount registered on the Prospectus Supplement Form S-3 (as defined below(A), (B) and (the lesser of (a) or (b) C), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603226165), including a base prospectusprospectuses, 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such 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 based prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. 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 thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 sales agent or principal, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement statement, specifically relating to the Placement Shares (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 statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). In connection with this Agreement, the Company and the Agent hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Company and X. Xxxxx FBR, Inc., dated as of May 18, 2020 (the “May 2020 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the May 2020 Sales Agreement shall remain in full force and effect.

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 principalMLV, shares (the “Placement Shares”); ) of the Company’s common shares10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 0.0001 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603183750), 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Sales Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCKCC, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number up to an aggregate offering price of Placement Shares that $7,000,000 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CKCC shall have no obligation in connection with such compliance, provided that CKCC strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Placement Shares through the Agent CKCC will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and declared effective by the Registration Statement to issue any Placement SharesSecurities and Exchange Commission (the “Commission”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3, as amended (File No. 333-228603158555), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentCKCC, for use by the AgentCKCC, 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, as amended when it became effective, and any post-effective amendment amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B 430B, 430C or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under for the Securities Actsale of shares of its Common Stock, is including the Shares, collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 offer and/or issue and sell to or through or to the Agent, as sales agent or and/or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $25,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), 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 number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has filedprepared and filed with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with and the Securities rules and Exchange Commission regulations promulgated thereunder (the “CommissionSecurities Act Regulations”), a shelf registration statement on Form F-3 S-3 (File No. 333-228603233255), including a base prospectus, relating with respect to offerings of certain securities 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 thereunder (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of 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 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 under the Securities Act 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is are herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement at the time it became effective, as supplemented by the Prospectus Supplement, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, including all documents incorporated or deemed incorporated therein by reference in the base prospectus and the Prospectus Supplement 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 Statementtogether with any “issuer free writing prospectus”, as it may defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be supplemented filed with the Commission by the Prospectus SupplementCompany or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company 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 424(b) under the Securities Act 433(g), is herein called the “Prospectus.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act is herein referred to as the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 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 (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “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 sales agent or principal, up to $75,000,000 of shares of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.0001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount registered on of shares of Common Stock permitted to be sold under Form S-3 (including Instruction I.B.6. thereof) 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 lesser of (a) or ), (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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and at no earlier time than such time as the 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 use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such 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 one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the any Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es) (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentAgents, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603239303), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, electronic 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

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 the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered up to $35,000,000 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”). 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 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 complianceAgreement. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use the Registration Statement to issue any Placement Shares. 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 declared effective by the Securities and Exchange Commission (the “Commission”). The Company, 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 Ladenburg Xxxxxxxx & Co. Inc. (the “Other Agents”). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreements shall not exceed $35,000,000. The Company has entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of June 22, 2005 (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form F-3 N-2 (File No. 333-228603204996), including a base prospectus, relating which registered the offer and sale of certain securities including the Placement Shares 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, as amended and the rules and regulations thereunder (the “Exchange Act”)Shares. The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to as amended, including the Placement Shares (exhibits and schedules thereto, at 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, 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) 430C under the Securities 1933 Act by the Company is hereinafter referred to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called as 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 or deemed 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 the Prospectus Supplement, in the form in which such base prospectus and/or most recent Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act is herein called 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 to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent 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, “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 sales agent or principal, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement statement, specifically relating to the Placement Shares (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 statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). In connection with this Agreement, the Company and the Agent hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Company and X. Xxxxx Securities, Inc., dated as of January 22, 2021 (the “January 2021 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the January 2021 Sales Agreement shall remain in full force and effect.

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 AgentAegis, as its exclusive sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided however, that in no event shall will the Company issue or sell through the Agent Aegis such number dollar amount of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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) (would exceed the lesser of $1,753,430 or the Company’s maximum offering amount permitted under its then current shelf registration capacity using Form S-3 in the aggregate (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that the Agent shall Aegis will have no obligation in connection with such compliance, provided that Aegis 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 through the Agent Aegis 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 “SEC”), although nothing in this Agreement shall will be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. Certain capitalized terms used in this Agreement have 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 amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603269183), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement 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 the registration statement. The Company will furnish to Aegis, for use by it, copies of the prospectus included as part of 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission SEC pursuant to Rule 424(b) under the Securities 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 will be deemed to refer to and include the filing after the execution hereof of any document with the Commission SEC deemed to be incorporated by reference therein (the “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 the most recent copy filed with the Commission SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission SEC (collectively, “XXXXXEXXXX”).

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 principalMLV, shares (the “Placement Shares”); ) of the Company’s Series A common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); ) up to an aggregate offering price of $20,000,000, provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock that are not reserved for any other purpose (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603200745), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 to or through or to the AgentSales Agents, acting as sales agent or principalagents and/or principals, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant up 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”). Notwithstanding anything $700,000,000, subject to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Shares shares of Common Stock to or through the Agent Sales Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (Commission, not earlier than three years prior to the “Commission”)date hereof, a shelf registration statement on Form F-3 S-3 (File No. 333-228603237142), including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements to the base prospectus included supplement, as part of such registration statement amended, specifically relating to the Placement Shares offering of Common Stock pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”). The Company will furnish to the AgentSales Agents, for use by the AgentSales Agents, 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 SharesATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” ”. The base prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), included and the ATM 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 Registration StatementSecurities Act (as qualified by Rule 430B(g) of the Securities Act)), as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of 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 (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “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 to or through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, with a par value $0.01 1.00 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar having an aggregate offering amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant up 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”). Notwithstanding anything $25,000,000, subject to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Shares shares of Common Stock to or through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed, although nothing in this Agreement shall or to be construed as requiring filed, by the Company to use the and after such Registration Statement to issue any Placement Shareshas been declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more prospectus supplements to the base prospectus a registration statement and included as a part of such registration statement a prospectus supplement specifically relating to the offer and sale of Placement Shares to be issued from time to time (as defined below) pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”). The Company will furnish has furnished to the Agent, for use by the Agent, copies of the base prospectus ATM 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 becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed therein by reference, and the ATM 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) reference, each of the Securities Act), which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant Commission, are collectively herein referred to Rule 424(b) under the Securities Act is herein called as 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 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 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 therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in, or “part of” 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 which is or is deemed to be incorporated by reference in or otherwise deemed under the “Incorporated Documents”)Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its the 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, collectively “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 Distribution Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s voting common sharesstock, no par value $0.01 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Distribution Agent such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of Common Shares company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Distribution Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Distribution Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603214192), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Distribution Agent, for use by the Distribution Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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 for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has 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”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3, including (File No. 333-228603a) a base prospectus relating to certain securities (including the Common Stock) to be issued from time to time by the Company (the “Base Prospectus”), including and (b) a base prospectus, prospectus supplement to the Base Prospectus included as part of such registration statement (the “ATM Prospectus”) specifically relating certain securities including to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), 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”), and the rules and regulations thereunder. The Company has prepared one or more prospectus supplements will furnish to the base prospectus Agents, for use by the Agents, copies of the Base Prospectus included as part of such registration statement specifically and the ATM Prospectus relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies offer and sale 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Base Prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

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 sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.10 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) or (c) exceeds the number or dollar amount of shares of Common Stock permitted to be sold by the Company under Form S-3 (including General Instruction I.B.6 thereof, if applicable) (the lesser of (a), (b) or (b) c), the “Maximum Amount”)) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one shall also prepare a prospectus or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 the Agent up to the Agent, as sales agent or principal, $75,000,000 of shares of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.00001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of authorized but unissued shares of Common Stock, (c) exceed the number or dollar amount registered on of shares of Common Stock permitted to be sold under Form S-3 (including Instruction I.B.6. thereof, if applicable) or (d) exceed the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser of (a) or ), (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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that that, other than as set forth in this Agreement, the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Company’s Registration Statement Statement, which was declared effective by the Securities and Exchange Commission (as defined below)the “Commission”) on [●], 2016 (File No. 333-[●]) , although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603333-[●]), including a base prospectus, relating certain securities including to the Placement Shares to be issued from time to time by the CompanyCompany (the “Base Prospectus”), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to , and the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). rules and regulations thereunder 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 any prospectus supplement relating to the Prospectus Supplement, relating 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 may contain one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The Base Prospectus or base prospectusprospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus any prospectus supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, the Base Prospectus, any prospectus supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common shares8.20% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to JMP Securities LLC (“Alternative Agent”), acting as agent and/or principal, the Placement Shares. 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 F-3 S-3 (File No. 333-228603221725), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentBRFBR, as sales agent or principal, up to $100,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603235761), including a base prospectus, prospectus relating certain securities including to the Placement Shares to be issued from time to time by (the Company“ATM Prospectus”), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (to the “Prospectus Supplement”)ATM Prospectus. The Company will furnish to the AgentBRFBR, for use by the AgentBRFBR, copies of the base prospectus included as part of such registration statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “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 sales agent or principalDistribution Agents, shares (the “Placement Shares”); of the Company’s common shares, no par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, 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 F-3 S-3 (File No. 333-228603198232), 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 one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 AgentHCW, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number aggregate offering price of Placement Shares Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent HCW shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent HCW 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. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus ) that is included as part of such registration statement. Following the date that such ATM Prospectus is filed, as supplemented the Company shall furnish to HCW, for use by HCW, copies of the Prospectus Supplement, relating to the Placement SharesATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or ATM Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentCowen, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $500,000,000.00 (a) exceeds the number of shares or dollar amount of Common Shares 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”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares or dollar amount of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became (or will become) effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 (File No. 333-228603)S-3ASR, including a base prospectus, relating to certain securities 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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus Shares (the “ATM Prospectus”) included as part of such registration statement statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the ATM Prospectus included as part of such registration statement. The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “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 AgentBRFBR, as sales agent or principal, up to $250,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the 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 (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to BRFBR, for use by BRFBR, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Equity Distribution Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through MCUSA, acting as agent, or to the AgentMCUSA, acting as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, stock par value $0.01 0.001 per share (the “Common SharesStock”); provided ) up to an aggregate offering price of $10,000,000, provided, however, that in no event shall the Company issue or sell through the Agent MCUSA such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof in the event that such instruction becomes applicable to the Company during the term of this Agreement), (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent MCUSA shall have no obligation in connection with such compliance, provided that MCUSA strictly follows the trading instructions provided pursuant to any Issuance Notice. The issuance and sale of Placement Shares through the Agent or to MCUSA 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”) of the United States of America (the “United States” or “U.S.”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Common Stock in any Placement Sharesother transaction. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3 (File No. 333-228603185022), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMCUSA, for use by the AgentMCUSA, 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 or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under for the Securities Actsale of shares of its Common Stock, is including the Shares, collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration StatementStatement (the “Base Prospectus”), as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), if any, and any other prospectus filed after the date hereof by the Company with respect to the Shares, including without limitation, each Subsequent Supplement (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 (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to either thereof shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).