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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more base prospectuses, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed as

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 Cowenthe Manager, acting as agent and/or principal, up to 14,559,259 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-236886), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of BofA Securities, Inc., BMO Capital Markets Corp., Jxxxxxxxx LLC and Barclays Capital Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-203431), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 CowenXxxxx Fargo, acting as agent and/or principalagent, shares of the Company’s common stockCommon Stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000300,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xxxxx Fargo 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 the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-182515), including one or more a base prospectusesprospectus dated March 1, 2013, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenXxxxx Fargo, for use by CowenXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, up to $30,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00040,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-179215), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-176670), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Agent, acting as agent and/or principal, up to 17,500,000 (the “Maximum Amount”) common shares of beneficial interest (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-152351), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveany successor registration statement, including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include 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 CowenCF&Co, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), Stock having an aggregate offering price of up to $30,000,00075,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared that became effective by 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 (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-161298), including one or more a base prospectusesprospectus dated August 12, 2009, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas 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 deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”). The Company owns 100% of the partnership interests of the Partnership and is the sole general partner of the Partnership. The Partnership directly or indirectly owns twenty (20) hotels as described in the Prospectus (individually a “Hotel” and collectively, the “Hotels”). The Partnership (or one of its subsidiaries) leases each of the Hotels to a wholly-owned subsidiary (a "Lessee”), pursuant to a separate lease (collectively, the “Leases”). All of the Hotels are operated and managed by a manager (the “Manager”) pursuant to separate management agreements (collectively, the “Management Agreements”), each between a Lessee and the Manager, with the exception of the Frenchman’s Reef & Morning Star Marriott Beach Resort property (which does not operate under a lessee structure). The Leases and the Management Agreements are referred to herein, collectively, as the “Hotel Agreements.”

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on February 14, 2013, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-185901), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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 any issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenXxxxxxx Xxxxx, acting as agent and/or principalagent, up to $50,000,000 aggregate gross proceeds of shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-214146), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenXxxxxxx Xxxxx, for use by CowenXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplementedamended, if at all, as supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended statement when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in or incorporated by reference in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it

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 CowenCF&Co, acting as agent and/or principal, up to 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-159145), including one or more a base prospectusesprospectus dated May 11, 2009, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Agent, acting as agent and/or principal, up to $20,000,000 of shares (the “Maximum Amount”) of Class A common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and to be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued Placement Shares. The Company may file one or more additional registration statements from time to time by that will contain a base prospectus with respect to the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00060,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-187334), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Manager, acting as agent and/or principal, up to 14,559,259 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-236886), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Jxxxxxxxx LLC and Barclays Capital Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenXx Xxxxx, acting as agent and/or principal, up to $7,500,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-139975), including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, will prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (including, without limitation, all reports filed by the Company under Section 13(a) of 15(d) of the Securities Exchange Act of 1934 since the end of the Company’s fiscal year ended April 30, 2006), 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 CowenXx Xxxxx, acting as agent and/or principal, up to 5,000,000 shares of (the “Shares”)of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-148632), including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 CowenCF&Co, acting as agent and/or principalagent, shares of the Company’s common stockCommon Stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000300,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-182515), including one or more a base prospectusesprospectus dated March 1, 2013, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 CowenXx Xxxxx, acting as agent and/or principal, up to $10,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-138893), including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, will prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowenthe Agent, acting as agent and/or principal, up to $20.0 million of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent 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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00040,000,000 (the “Offering”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-185307), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Offering (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementOffering. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Offering 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Securities, LLC, Xxxxxxxxx LLC, Barclays Capital Inc. and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenSVB Leerink, acting as agent and/or principal, shares of the Company’s common stockshares (the “Common Shares”), par value $0.01 0.00001 per share (such Common Shares, the “Common StockPlacement Shares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen SVB Leerink shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen SVB Leerink will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more base prospectuses, S-3 (File No. 333-235889) relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a sales prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus SupplementSales Prospectus”). The Company will furnish to Cowen, for use by Cowen, copies of the prospectus ) included as part of such registration statement. The Company has furnished to SVB Leerink, for use by SVB Leerink, copies of the Sales Prospectus, as supplementedsupplemented by any prospectus supplement, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, in the form in which the Sales Prospectus was included in the Registration Statement as of its effective date and/or any prospectus supplement was most recently 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, up to 3,000,000 shares (the "Maximum Amount") of common stock (the "Placement Shares") of the Company’s common stock, $0.01 par value $0.01 per share (the “"Common Stock”"), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the "Securities Act") and the rules and regulations thereunder (collectively, the “"Securities Act”Act Regulations"), with the Commission a registration statement on Form S-3S-3 (File No. 333-160913), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations thereunder (collectively, the “"Exchange Act”Act Regulations"). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “"Prospectus Supplement”)") to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart 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 Regulations, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby 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 shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the "Incorporated Documents"), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include 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 Cowen, acting as agent and/or principal, shares of the Company’s common stockshares (the “Placement Shares”), par nominal value $0.01 €0.09 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,00050,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3F-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 CowenCF&Co, acting as agent and/or principal, up to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 and Section 5 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-179805), including one or more a base prospectusesprospectus dated February 29, 2012, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, as supplemented by its Interactive Data Electronic Applications System (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) that became automatically effective immediately upon being filed by the Company and declared effective by 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 (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-203095), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.10 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00010,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-196495), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3ASR (File No. 333-214385), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (as defined below) (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, up to 10,000,000 (the “Maximum Amount”) common shares of beneficial interest (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.03 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-175901), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveany successor registration statement, including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include 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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00040,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-172787) (the “Expiring S-3”), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to being offered under this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”). The Company has filed a replacement registration statement on Form S-3 (File No. 333-195846),including a base prospectus, relating to certain securities, including the 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 Exchange Act, to replace the Expiring S-3 (the “Replacement S-3”). The Replacement S-3 identified and included certain securities, including the Common Stock, pursuant to Rule 415(a)(6) of the Securities Act that may still be offered and sold from the Expiring S-3 during the grace period provided under Rule 415(a)(5) of the Securities Act prior to effectiveness of the Replacement S-3. As of the date hereof, the Replacement S-3 has not yet been declared effective by the Commission. Therefore, all references to “Registration Statement” in this Agreement (i) prior to the effective time of the Replacement S-3 will be deemed to refer to the Expiring S-3 and (ii) on and after the effective time of the Replacement S-3 will be deemed to refer to the Replacement S-3.

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 Cowenthe Agent, acting as agent and/or principal, up to $75,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0013 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Common Stock Placement Shares through Cowen 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 (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus or a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime 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, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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 any issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement or the Prospectus, including any Prospectus Supplement or any Issuer Free Writing Prospectus (defined below), shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, any Issuer Free Writing or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenMLV, acting as agent and/or principallead agent, and Xx Xxxxx, acting as secondary agent, shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having ) up to an aggregate offering price of up $6,000,000; provided, however, that in no event shall the Company issue or sell through Agents such number of Shares that would cause the Company to $30,000,000not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen 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 (as defined below) to issue the Common Stock or Preferred Stock. The Company shall intends to file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus to be included as part of such registration statement. The Company will furnish to CowenAgents, for use by CowenAgents, copies of the prospectus included as part of such registration statement, as supplementedsupplemented by any Prospectus Supplement, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenXx Xxxxx, acting as agent and/or principal, up to 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 .001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall intends to file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus to be included as part of such registration statement. The Company will furnish to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplementedsupplemented by any Prospectus Supplement, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement will be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 CowenCF&Co, acting as agent and/or principal, up to two million six hundred thousand shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 331-150884), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”). The Company will furnish to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementSupplement. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivedeclared effective by the Commission, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, up to $15,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 27, 2011, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-175394), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime 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, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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), if any, is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 to or through CowenOxxxxxxxxxx & Co. Inc., acting as agent and/or principalprincipal (the “Sales Agent”), shares of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything 30.0 million (the “Maximum Amount”), subject to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of shares of Common Stock to or through Cowen the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the U.S. 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 the Common Stock. The On the date of this Agreement, the Company shall has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission Commission, a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company offer and sale of Placement Shares (as defined below) pursuant to this Agreement included as part of such registration statement (the “Prospectus SupplementATM Prospectus”). The Company will furnish to Cowenthe Sales Agent, for use by Cowenthe Sales Agent, electronic copies of the prospectus ATM Prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission, 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Manager, acting as agent and/or principal, up to 14,559,259 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-236886), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BofA Securities, Inc., Jxxxxxxxx LLC and Barclays Capital Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenXx Xxxxx, acting as agent and/or principal, up to $25,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-138893), including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, will prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principal, the Agents shares of the Company’s common stock, $0.0001 par value $0.01 per share share, of the Company (the “Common Stock”), having an aggregate offering price gross sales proceeds of up to $30,000,000150,000,000, subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number aggregate gross sales price of shares of Common Stock Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and Cowen that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”)) on July 1, 2021 and which became effective automatically upon the filing thereof, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockany Placement Shares. The Company shall filehas prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement as defined under Rule 405 of the Securities Act on Form S-3S-3 (File No. 333-257592), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented, if at all, supplemented by the Prospectus Supplement relating to the Common Stock to be issued Supplement. The Company may file one or more additional registration statements from time to time by that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement or additional registration statements, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or 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 CowenCF&Co, acting as agent and/or principal, up to 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number and aggregate market value of shares of Common Stock the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-133834), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principalagent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) being 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 (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare and a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus SupplementSales Agreement Prospectus”). The Company will furnish has furnished to Cowen, for use by Cowen, copies of the base prospectus and the Sales Agreement Prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Sales Agreement Prospectus, in the form in which such base prospectus and/or Sales Agreement Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval system or any successor thereto (“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 CowenSVB Leerink, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate offering price of up to par value $30,000,0000.00001 per share (such Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen SVB Leerink shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen SVB Leerink will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-235889), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement to the base prospectus specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”). The Company will furnish has furnished to CowenSVB Leerink, for use by CowenSVB Leerink, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, by and the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementSupplement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, including the Prospectus Supplement, in the form in which such prospectus supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 CowenCF&Co, acting as agent and/or principal, up to 10,000,000 shares (the “Shares”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-156463), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 CowenCF&Co, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share up to 5,243,900 Common Shares (the “Common StockShares”), having an aggregate offering price exclusive of up to $30,000,000the 2,756,100 Common Shares previously sold under the Sales Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more S-3 (File No. 333-175330) which contains a base prospectusesprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the Base Prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000750,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 and Section 5 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen 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 the Common StockShares. The Company shall fileagrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3ASR (File No. 333-205306), including one or more a base prospectusesprospectus dated June 26, 2015, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided further, however, that no representation or warranty included in any exhibit or schedule to any such incorporated document, other than the representations and warranties contained herein, is deemed to be made to the Agent. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 (b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Shares. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (“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 CowenSVB Leerink, acting as agent and/or principal, shares of the Company’s common stockshares (the “Common Shares”), par value $0.01 0.00001 per share (such Common Shares, the “Common StockPlacement Shares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen SVB Leerink shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen SVB Leerink will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-215387), including one or more a base prospectusesprospectus, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenSVB Leerink, for use by CowenSVB Leerink, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 CowenCF&Co, acting as agent and/or principal, up to 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number and aggregate market value of shares of Common Stock the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-136147), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas 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 430A, 430B or 430C, as applicable, of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principalStifel, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate provided however, that in no event shall the Company issue or sell through Stifel such number of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, or (b) exceeds the number of up to $30,000,000authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Stifel shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Stifel 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 the Common Stockany Placement Shares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-220014), including one or more base prospectuses, a prospectus relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”). The Company will furnish to CowenStifel, for use by CowenStifel, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowenthe Manager, acting as agent and/or principal, up to 14,559,259 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-236886), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Jxxxxxxxx LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to $50,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0013 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 January 23, 2014, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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 any issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement or the Prospectus, including any Prospectus Supplement or any Issuer Free Writing Prospectus (defined below), shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenCF&Co, acting as agent and/or principal, up to 3,000,000 shares (the “Shares”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-142147), including one or more as amended by Post-Effective Amendment No. 1 filed on August 19, 2008, as amended by Post-Effective Amendment No. 1 filed on August 22, 2008, which contains a base prospectusesprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more base prospectuses, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a

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 Cowenthe Agent, acting as agent and/or principal, up to $30,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on May 1, 2012, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-180533), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, as many copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to Placement Shares as may be issued reasonably requested by the Agent. The Company may file one or more additional registration statements from time to time by that will contain a base prospectus and related prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, in its sole discretion and 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 CowenMLPFS, acting as agent and/or principal, up four million five hundred thousand shares (the “Shares”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen MLPFS shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen MLPFS will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-155586), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenMLPFS, for use by CowenMLPFS, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed asthe

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 CowenRBC, acting as agent and/or principalagent, shares of the Company’s common stockCommon Stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000300,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen RBC shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen RBC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-182515), including one or more a base prospectusesprospectus dated March 1, 2013, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenRBC, for use by CowenRBC, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Xxxxxxxxx LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00040,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates shall incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, shall prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more base prospectuses, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as

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 Cowenor to the Agent, acting as sales agent and/or or principal, shares (the “Placement Shares”); of the Company’s Class A common stock, par value $0.01 0.0001 per share (the “Common Stock”), ) having an aggregate offering gross sales price of up to $30,000,000500,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common Stockany Placement Shares. The Company shall filehas 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 S-3S-3 (File No. 333-257567), including one or more a base prospectusesprospectus, relating to certain securities, securities including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, 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 will, if necessary, prepare has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand any post-effective amendment thereto, including all documents filed asas 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 by the Company to cover any Placement Shares, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) 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, “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 CowenCF&Co, acting as agent and/or principal, shares of the Company’s common stock's Common Stock, par value $0.01 0.001 per share (the “"Common Stock”"), having an aggregate offering price of up to $30,000,00018,695,000 (the "Shares"); provided, however, that in no event shall the Company issue or sell through CF&Co such number or dollar amount of Shares that would exceed the limitations set forth in Section 5(d). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or amount of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective on September 2, 2011 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 the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"Securities Act”"), with the Commission a registration statement on Form S-3S-3 (File No. 333-176406), including one or more a base prospectusesprospectus dated September 2, 2011 (the "Registration Statement"), relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “"Exchange Act”"). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “"Prospectus Supplement”)") to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any "issuer free writing prospectus," as defined in Rule 433 of the Securities Act Regulations ("Rule 433"), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) (an "Issuer Free Writing Prospectus"), is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively, "IDEA").

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 Cowenthe Agent, acting as agent and/or principal, up to $45,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 June 30, 2011, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-173195), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued Placement Shares. The Company may file one or more additional registration statements from time to time by that will contain a base prospectus with respect to the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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) (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”) including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, (a) all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”) and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or $ . Each of the Company and the Agent agree that no initial sales or solicitations of sales of Placement Shares by the Agent shall be made on the ASX or in Australia.

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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxxxxxx LLC, Barclays Capital Inc. and Xxxxx Fargo Securities, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to 3,000,000 shares “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-161236), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart 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 Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent 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 CowenCredit Agricole, acting as agent and/or principal, up to 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Credit Agricole shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Credit Agricole will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company has also entered into a sales agreement (the “Cantor Sales Agreement”) dated as of even date hereof with Cantor Xxxxxxxxxx & Co. (“CF&Co”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the Cantor Sales Agreement shall filenot exceed 5,000,000 shares. The Company and Credit Agricole are parties to that certain Sales Agreement dated January 11, 2011 (the “Prior Credit Agricole Sales Agreement”). The Company and CF&Co are parties to that certain Sales Agreement dated January 11, 2011 (the “Prior Cantor Sales Agreement” and collectively with the Prior Credit Agricole Sales Agreement, the “Prior Sales Agreements”). Immediately prior to the date hereof, some Common Shares remained available to be sold pursuant to the Prior Sales Agreements (the “Unused Shares”). As of March 10, 2011, the Unused Shares consisted of 390,000 Common Shares. The 5,000,000 Shares referenced above to be sold pursuant to this Agreement and the Cantor Sales Agreement do not include the Unused Shares, which may be sold under the Prior Sales Agreements. The Company and Credit Agricole hereby agree that upon execution of this Agreement the Prior Sales Agreements will remain in full force and effect until terminated in accordance with their terms. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form S-3S-3 (File No. 333-172368), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”). The Company will furnish to CowenCredit Agricole, for use by CowenCredit Agricole, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementSupplement. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivedeclared effective by the Commission, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or its Interactive Data Electronic Applications System (“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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-179989), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to being offered under this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00010,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-169060), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to being offered under this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, including all documents filed as amended when it becomes effectivepart thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed asby 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more base prospectuses, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to such Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through or to Cowen 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 the Common Stock. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus included as part of such registration statement specifically relating to the Placement Shares (the “ATM Prospectus”). The Company will, if necessary, prepare a prospectus supplement to such base prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Placement Shares (the “Prospectus Supplement”). The Company will shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the ATM Prospectus Supplement and any Prospectus Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement 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 asas 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 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and any Prospectus Supplement, in the form in which such prospectus, ATM Prospectus and/or any Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 CowenCF&Co, acting as agent and/or principal, up to twenty million shares (the “Shares”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-135110), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00020,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-167113), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxxxxxx LLC, Barclays Capital Inc. and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00050,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-178726), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish has furnished to Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 (“Rule 433”), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 CowenCF&Co, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), Stock having an aggregate offering price of up to $30,000,00075,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared that became effective by 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 (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-161298), including one or more a base prospectusesprospectus dated August 12, 2009, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas 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 deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”). The Company owns 100% of the partnership interests of the Partnership and is the sole general partner of the Partnership. The Partnership directly or indirectly owns twenty (20) hotels as described in the Prospectus (individually a “Hotel” and collectively, the “Hotels”). The Partnership (or one of its subsidiaries) leases each of the Hotels to a wholly-owned subsidiary (a “Lessee”), pursuant to a separate lease (collectively, the “Leases”). All of the Hotels are operated and managed by a manager (the “Manager”) pursuant to separate management agreements (collectively, the “Management Agreements”), each between a Lessee and the Manager, with the exception of the Frenchman’s Reef & Morning Star Marriott Beach Resort property (which does not operate under a lessee structure). The Leases and the Management Agreements are referred to herein, collectively, as the “Hotel Agreements.”

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00039,750,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-165677), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 CowenCF&Co, acting as agent and/or principal, up to 3,000,000 shares (the “Shares”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed on or about the date hereof, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“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 CowenJMP, acting as agent and/or principal, up to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 and Section 5 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen JMP shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen JMP will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-179805), including one or more a base prospectusesprospectus dated February 29, 2012, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenJMP, for use by CowenJMP, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, as supplemented by its Interactive Data Electronic Applications System (collectively “IDEA”).

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 CowenKeyBanc, acting as agent and/or principalagent, shares of the Company’s common stockCommon Stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000300,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen KeyBanc will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-182515), including one or more a base prospectusesprospectus dated March 1, 2013, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenKeyBanc, for use by CowenKeyBanc, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., Xxxxxxxxx LLC, Barclays Capital Inc. and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenXxxxxxxxxx, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-210166), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company available for sale pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenXxxxxxxxxx, for use by CowenXxxxxxxxxx, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company available for sale pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 available for sale pursuant to 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 CowenCF&Co, acting as agent and/or principal, up to $30,000,000 of shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-151891), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas 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 registration statement filed by the Company for the sale of shares of its Common Stock, including the Placement Shares, collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”).

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 Cowenthe Manager, acting as agent and/or principal, up to 11,614,282 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-216768), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “XXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxx Fargo Securities, LLC, Barclays Capital Inc. and RBC Capital Markets, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the initial equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 September 14, 2012, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-183286), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000150,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3, including one or more base prospectuses, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus as included as part of such registration statement. The Company will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed assuch

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 Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), ) having an aggregate offering price of up to $30,000,00050,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-188573), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementStock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic 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 Cowen, acting as agent and/or principal, the Agent up to $50,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on December 20, 2016, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-215123), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement). Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by any Prospectus Supplement, in the form in which such 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, is herein called the “Prospectus.” Any reference herein to the Registration Statement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowen, acting as agent and/or principal, the Agents up to $50,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agents shall have no obligation in connection with such compliance. The issuance offer and sale of Common Stock Placement Shares through Cowen the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on December 8, 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-221843), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement). Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by any Prospectus Supplement, in the form in which such 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, is herein called the “Prospectus.” Any reference herein to the Registration Statement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenXxxxxxx Xxxxx, acting as agent and/or principalagent, up to $40,000,000 aggregate gross proceeds of shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3S-3 (File No. 333-204703), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to CowenXxxxxxx Xxxxx, for use by CowenXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplementedamended, if at all, as supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended statement when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in or incorporated by reference in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it

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 CowenXx Xxxxx, acting as agent and/or principal, up to $25,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock or Preferred Stock. The Company shall intends to file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating with respect to certain securitiesequity and other offerings, including the Common Stock, to be issued from time to time by the Company pursuant to this AgreementShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”)) to the base prospectus to be included as part of such registration statement. The Company will furnish to CowenXx Xxxxx, for use by CowenXx Xxxxx, copies of the prospectus included as part of such registration statement, as supplementedsupplemented by any Prospectus Supplement, if at all, by the Prospectus Supplement relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein (including, without limitation, all reports filed by the Company under Section 13(a) of 15(d) of the Securities Exchange Act of 1934 since the end of the Company’s fiscal year ended April 30, 2007), 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 CowenCF&Co, acting as agent and/or principal, up to 26,162,000 shares (the “Shares”) of the Company’s 's common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 and Section 5 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form S-3S-3 (File No. 333-170374), including one or more a base prospectusesprospectus dated November 4, 2010, relating to certain securities, including the Common StockShares, to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System (“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 Cowenthe Agent, acting as agent and/or principal, up to $75,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen 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 January 8, 2013, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3S-3 (File No. 333-185599), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime that will contain one or more base prospectuses with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such 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 any issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement or the Prospectus, including any Prospectus Supplement or any Issuer Free Writing Prospectus (defined below), shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “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 Cowenthe Manager, acting as agent and/or principal, up to 14,559,259 shares (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares” and, such Common Shares available for issuance and sale under this Agreement, the “Shares”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the Common Shares sold by the Company prior to $30,000,000the date hereof pursuant to the Prior Agreement and the Prior Alternative Distribution Agreements (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen the Manager shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue and sell the Common StockShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-236886), including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will, if necessary, prepare has prepared a prospectus supplement specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to Cowenthe Manager, for use by Cowenthe Manager, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock to be issued from time to time by the Company pursuant to this AgreementShares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed asas part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “EXXXX”). To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 6(a) at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. The Transaction Entities have also entered into separate second amended and restated equity distribution agreements, dated as of even date herewith (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) with each of Wxxxx Fargo Securities, LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Barclays Capital Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”), which Alternative Distribution Agreements amend and restate the amended and restated equity distribution agreements, as amended, by and among the Transaction Entities and the Alternative Managers (together with the amended and restated equity distribution agreement, as amended, by and among the Transaction Entities and RBC Capital Markets, LLC, the “Prior Alternative Distribution Agreements”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to $75,000,000 of shares (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0013 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Common Stock Placement Shares through Cowen 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 (as defined below) to issue the Common Stock. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form S-3, including one or more a base prospectusesprospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company pursuant to this AgreementCompany, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company will, if necessary, prepare has prepared a prospectus or a prospectus supplement specifically relating to the Common Stock base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented, if at all, supplemented by the Prospectus Supplement Supplement, relating to the Common Stock Placement Shares to be issued from time to time by the Company. The Company pursuant may file one or more additional registration statements from time to this Agreementtime 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, as amended when it becomes effectivestatement(s), including all documents filed asas 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 Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such 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 any issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement or the Prospectus, including any Prospectus Supplement or any Issuer Free Writing Prospectus (defined below), shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). Notwithstanding anything to the contrary contained elsewhere herein, this Agreement shall become effective only upon the date on which the Registration Statement to be filed on the date hereof is declared effective by the Commission. Concurrently with the effectiveness of such Registration Statement and the effective date of this Agreement, the Company and Agent agree thatcertain Controlled Equity OfferingSM Sales Agreement, by and between the Company and the Agent, dated as of January 6, 2017 (the “Prior Sales Agreement”), shall be terminated notwithstanding any notice or action as may otherwise be required pursuant to the Prior Sales Agreement.