Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit B), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practical, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any minimum price below which sales may not be made (which minimum price shall not be less than the Company’s most recently determined net asset value per share) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. A . The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Ladenburg will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 14 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Trading Day following the Trading Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities (and, in the case of any Placement Notice delivered to ▇▇▇▇▇ Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, ▇▇▇▇▇ Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) B attached hereto setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Jefferies or the Alternative Placement Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to Jefferies, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Jefferies wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Jefferies will, as reasonably promptly as practicalprior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities Jefferies is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Jefferies until the Company delivers to Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Jefferies set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Jefferies’ acceptance of the terms of the Placement Notice or upon receipt by Jefferies of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Jefferies will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Jefferies and either (i) Jefferies accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities, when ▇▇▇▇▇ Fargo Securities is acting as agent, in connection with the sale of the Placement Securities shall be determined in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities, when ▇▇▇▇▇ Fargo Securities is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to KeyBanc Capital Markets, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to KeyBanc Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or KeyBanc Capital Markets until the Company delivers to KeyBanc Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and KeyBanc Capital Markets set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of KeyBanc Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by KeyBanc Capital Markets of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to KeyBanc Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor KeyBanc Capital Markets will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to KeyBanc Capital Markets and either (i) KeyBanc Capital Markets accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities MLV by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each proposed terms of the other individuals from the Company listed on such Exhibit B), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to timePlacement. If ▇▇▇▇▇ Fargo Securities MLV wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion discussions with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities willMLV, as reasonably promptly as practical, will issue to the Company a written or email notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities MLV is willing to accept, including without limitation the number of Shares (“Placement Shares”) to be issued, the manner(s) in which sales are to be made, the date or dates on which such sales are anticipated to be made, any minimum price below which sales may not be made, and the capacity in which MLV may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”), the form of which is attached hereto as Schedule 1. Where The amount of any discount, commission or other compensation to be paid by the Company to MLV in any Placement shall be an aggregate amount equal to 3.0% of the gross proceeds received by the Company from the sales of the Placement Shares. The terms set forth in a Placement Notice will not be binding on the Company or MLV unless and until the Company delivers written or email notice of its acceptance of all of the terms provided of such Placement Notice (an “Acceptance”) to MLV; provided, however, that neither the Company nor MLV will be bound by the terms of a Placement Notice unless the Company delivers to MLV an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is received by Company in accordance with Section 12 (Notices). It is expressly acknowledged and agreed that neither the Company nor MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until MLV delivers a Placement Notice to the Company and the Company accepts such Placement Notice by means of an Acceptance, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice are amended as provided for in the immediately preceding sentence, suchwill control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Citigroup by email notice (or other another method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales of Securities are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales of Securities may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit BExhibit), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Citigroup set forth on Exhibit B, as such Exhibit B may be amended from time to timetime by written notice as hereinafter specified to all parties. If ▇▇▇▇▇ Fargo Securities Citigroup wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Citigroup will, prior to 4:30 p.m. (New York City time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to Citigroup, issue to the Company a notice by email (or other another method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Citigroup set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Citigroup is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Citigroup until the Company delivers to Citigroup an acceptance by email (or another method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to ▇▇▇▇▇ Fargo Securities, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Barclays Capital or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to Barclays Capital, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Barclays Capital set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Barclays Capital wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Barclays Capital will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to Barclays Capital, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Barclays Capital set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Barclays Capital is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Barclays Capital until the Company delivers to Barclays Capital an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Barclays Capital set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Barclays Capital’s acceptance of the terms of the Placement Notice or upon receipt by Barclays Capital of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to Barclays Capital in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Barclays Capital will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Barclays Capital and either (i) Barclays Capital accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the maximum number of Securities Series 2023 Shares and/or Series 2024 Shares to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Series 2023 Shares and/or Series 2024 Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. A . The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Ladenburg will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 14 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇W▇▇▇▇ Fargo Securities or the Alternative Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to W▇▇▇▇ Fargo Securities, shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or W▇▇▇▇ Fargo Securities until the Company delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and W▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of W▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) a party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Managers agree that the Company may from time to time seek to sell Securities through a designated Manager, acting as sales agent (the “Designated Manager”), or directly to any of the Managers acting as principal, as follows: Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Designated Manager by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit B), schedule) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Designated Manager set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Designated Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Designated Manager will, as reasonably promptly as practicalpractical on the business day following the business day on which such Placement Notice is delivered to the Designated Manager, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Designated Manager set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities the Designated Manager is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Designated Manager until the Company delivers to the Designated Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Manager set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Manager’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Manager of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Managers in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C, except in the case of a sale of Securities directly to one or more Managers as principal(s), in which case the Company and such one or more Managers will enter into a separate written agreement relating to the terms and conditions of such sale including in respect of fees. It is expressly acknowledged and agreed that neither the Company nor the Managers will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Designated Manager and either (i) the Designated Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Managers agree that the Company may from time to time seek to sell Securities through a designated Manager, acting as sales agent (the “Designated Manager”), or directly to any of the Managers acting as principal, as follows: Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Designated Manager by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Designated Manager set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Designated Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Designated Manager will, as reasonably promptly as practicalpracticalon the business day following the business day on which such Placement Notice is delivered to the Designated Manager, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Designated Manager set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities the Designated Manager is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Designated Manager until the Company delivers to the Designated Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Manager set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Manager’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Manager of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Managers in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C, except in the case of a sale of Securities directly to one or more Managers as principal(s), in which case the Company and such one or more Managers will enter into a separate written agreement relating to the terms and conditions of such sale including in respect of fees. It is expressly acknowledged and agreed that neither the Company nor the Managers will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Designated Manager and either (i) the Designated Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “"Placement”"), it will notify ▇▇▇▇▇ Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued and sold (the “"Placement Securities”"), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo UBS Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo UBS Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or UBS Securities until the Company delivers to UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the "Acceptance"), which email shall be addressed to all of the individuals from the Company and UBS Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of UBS Securities' acceptance of the terms of the Placement Notice or upon receipt by UBS Securities of the Company's Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor UBS Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to UBS Securities and either (i) UBS Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇W▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or W▇▇▇▇ Fargo Securities until the Company delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and W▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of W▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities, when W▇▇▇▇ Fargo Securities is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities and the other terms and conditions, when W▇▇▇▇ Fargo Securities is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Barclays by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Barclays set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Barclays wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Barclays will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Trading Day following the Trading Day on which such Placement Notice is delivered to Barclays (and, in the case of any Placement Notice delivered to Barclays prior to 8:00 a.m. (New York City time) on a Trading Day, Barclays will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Barclays set forth on Exhibit B) B attached hereto setting forth the terms that ▇▇▇▇▇ Fargo Securities Barclays is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Barclays until the Company delivers to Barclays an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Barclays set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Barclays’ acceptance of the terms of the Placement Notice or upon receipt by Barclays of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to Barclays in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor Barclays will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Barclays and either (i) Barclays accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Sales Manager by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Placement Securities to be sold, which shall at a minimum include the number aggregate principal amount of the Placement Securities to be issued (the “Placement Securities”)and sold, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of the Placement Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Sales Manager set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Sales Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Sales Manager will, prior to 4:30 p.m. (New York City time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to the Sales Manager, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Sales Manager set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Sales Manager is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Sales Manager until the Company delivers to the Sales Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Sales Manager set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Sales Manager’s acceptance of the terms of the Placement Notice or upon receipt by the Sales Manager of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of Placement Securities have been sold, (ii) in accordance with the Placement Notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) the Agreement has been terminated under the provisions of Section 8 or Section 11 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount,

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below; provided, however, that any such notice shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice or any Securities sold under any Alternative Distribution Agreement. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be mutually agreed to in writing by the parties but shall not exceed 2.0% of the gross proceeds from the sale of any Placement Securities pursuant to this Agreement. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Sales Manager by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Placement Securities to be sold, which shall at a minimum include the number aggregate principal amount of the Placement Securities to be issued (the “Placement Securities”)and sold, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of the Placement Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Sales Manager set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Sales Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Sales Manager will, prior to 4:30 p.m. (New York City time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to the Sales Manager, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Sales Manager set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Sales Manager is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Sales Manager until the Company delivers to the Sales Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Sales Manager set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Sales Manager’s acceptance of the terms of the Placement Notice or upon receipt by the Sales Manager of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of Placement Securities have been sold, (ii) in accordance with the Placement Notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets or the Alternative Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to KeyBanc Capital Markets, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets will, as reasonably promptly as practicalprior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to KeyBanc Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or KeyBanc Capital Markets until the Company delivers to KeyBanc Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and KeyBanc Capital Markets set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of KeyBanc Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by KeyBanc Capital Markets of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) a party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to KeyBanc Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor KeyBanc Capital Markets will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to KeyBanc Capital Markets and either (i) KeyBanc Capital Markets accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ set forth on Exhibit B, as such Exhibit B may be amended from time to time. If SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ set forth on Exhibit B) setting forth the terms that SunTrust ▇▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇▇▇▇ is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ until the Company delivers to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of SunTrust ▇▇▇▇▇▇▇▇ Humphrey’s acceptance of the terms of the Placement Notice or upon receipt by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below; provided, however, that any such notice shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice or any Securities sold under either Alternative Distribution Agreement. The amount of any discount, commission or other compensation to be paid by the Company to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the sale of the Placement Securities shall be mutually agreed to in writing by the parties but shall not exceed 2% of the gross proceeds from the sale of any Placement Securities pursuant to this Agreement. It is expressly acknowledged and agreed that neither the Company nor SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and either (i) SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “"Placement”"), it will notify ▇W▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued and sold (the “"Placement Securities”"), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or W▇▇▇▇ Fargo Securities until the Company delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the "Acceptance"), which email shall be addressed to all of the individuals from the Company and W▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of W▇▇▇▇ Fargo Securities' acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Company's Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. The Company agrees that any offer to sell Securities, any solicitation of an offer to buy Securities, or any sales of Securities shall only be effected by or through only one of the Agents on any single given day and the Company shall in no event request that more than one Agent offer or sell Securities on the same day.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock hereunder (each, a “Company Placement”), it will notify ▇▇▇▇▇ Fargo Securities some or all of the several Placement Agents by email notice e-mail (or other method mutually agreed to in writing by the parties) ), with a copy to each of the individuals from the Selling Stockholder listed on Exhibit B, in a notice containing the parameters in accordance with which it the Company desires the Securities Common Stock to be sold, which shall at a minimum include the number of Securities shares of Common Stock to be issued sold by each of the Company and the Selling Stockholder (which, in the case of the Selling Stockholder, may be zero) (the “Placement Securities” and, such sale of the Common Stock by the Selling Stockholder hereunder, a “Selling Stockholder Placement”), the time period during which sales are requested to be made, any limitation on the number of Securities shares of Common Stock that may be sold in any one day and any minimum price below which sales may not be made (which minimum price shall not be less than the Company’s then-current net asset value per share of Common Stock; provided, however, that the Adviser or its affiliates may, from time to time, in their sole discretion, pay some or all of the commissions payable by the Company under this Agreement or make additional supplemental payments to ensure that the sales price per share of the Common Stock in connection with any sales made pursuant to a Joint Placement Notice (as defined below) in a Company Placement will not be less than the Company’s then-current net asset value per share of Common Stock) (a “Joint Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. A; provided, however, that each of the Company and the Selling Stockholder agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Stock shall be effected by or through only one Placement Agent on any single given day, and the Company and the Selling Stockholder shall in no event request that a Placement Agent sell Common Stock on the same day as another Placement Agent. The Joint Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company and individuals from the Selling Stockholder listed on such Exhibit Bschedule), and shall be addressed directed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Applicable Placement Agent (as defined below) set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Applicable Placement Agent wishes to accept such proposed terms included in the Joint Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the CompanyCompany and the Selling Stockholder (with respect to the Selling Stockholder, only if the number of Placement Securities to be sold by the Selling Stockholder is greater than zero), wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Applicable Placement Agent will, prior to 4:30 p.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined below) following the Trading Day on which such Joint Placement Notice is delivered to the Applicable Placement Agent, issue to the Company and the Selling Stockholder a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company Company, the Selling Stockholder and ▇▇▇▇▇ Fargo Securities the Applicable Placement Agent set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities the Applicable Placement Agent is willing to accept. Where the terms provided in the Joint Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company, the Selling Stockholder, or the Applicable Placement Agent until the Company delivers to the Applicable Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Joint Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company, the Selling Stockholder and the Applicable Placement Agent set forth on Exhibit B. The Joint Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “"Placement”"), it will notify ▇▇▇▇▇ Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued and sold (the “"Placement Securities”"), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo UBS Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo UBS Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or UBS Securities until the Company delivers to UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the "Acceptance"), which email shall be addressed to all of the individuals from the Company and UBS Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of UBS Securities' acceptance of the terms of the Placement Notice or upon receipt by UBS Securities of the Company's Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor UBS Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to UBS Securities and either (i) UBS Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. The Company agrees that any offer to sell Securities, any solicitation of an offer to buy Securities, or any sales of Securities shall only be effected by or through only one of the Agents on any single given day and the Company shall in no event request that more than one Agent offer or sell Securities on the same day.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Jefferies or the Alternative Placement Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to Jefferies, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Jefferies wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Jefferies will, as reasonably promptly as practicalprior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities Jefferies is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Jefferies until the Company delivers to Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Jefferies set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Jefferies’ acceptance of the terms of the Placement Notice or upon receipt by Jefferies of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) a party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Jefferies will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Jefferies and either (i) Jefferies accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued (the “Placement SecuritiesShares”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. If The Placement Notice shall be effective upon receipt by Ladenburg unless and until (i) in accordance with the notice requirements set forth in ▇▇▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms▇, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practical, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities declines in writing by 9:30 a.m. (New York City Time) on the Business Day following (x) the Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered on or prior to 5:00 p.m. (New York City Time) on such Business Day or the (y) the Business Day following the Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered after 5:00 p.m. (New York City Time) on such Business Day, to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on Exhibit Bthe earlier dated Placement Notice, or (v) setting forth this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that ▇▇▇▇▇ Fargo Securities is willing neither the Company nor Ladenburg will have any obligation whatsoever with respect to accept. Where a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Ladenburg and Ladenburg does not decline such Placement Notice pursuant to the terms provided in set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice are amended as provided for in the immediately preceding sentence, suchwill control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities or the Alternative Placement Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to ▇▇▇▇▇ Fargo Securities, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities a Placement Agent (the “Designated Agent”) by email notice e-mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any minimum price below which sales may shall not be made (which minimum price shall not be less than the Company’s then current net asset value per share) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed directed to each one of the individuals from ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B, as such Exhibit B may be amended from time to timetime (with a copy to each of the other individuals from the Designated Agent listed on such schedule). If ▇▇▇▇▇ Fargo Securities the Designated Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Designated Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the Trading Day following the Trading Day on which such Placement Notice is delivered to the Designated Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Designated Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Designated Agent until the Company delivers to the Designated Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the term period during which sales are requested to be made, if any, specified in the Placement Notice has expired, (iii) the Company or the Designated Agent terminates the Placement Notice in accordance with Section 2 below, (iv) the Company issues a subsequent Placement Notice to the Designated Agent with parameters superseding those on the earlier dated Placement Notice, (v) this Agreement has been terminated under the provisions of Section 10 or (vi) the Company or the Designated Agent party shall have suspended the sale of the Placement Securities in accordance with Section 3 below. The amount of any commission, discount or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued and sold (the ““ Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any minimum price below which sales may not be made (which minimum price shall not be less than the Company’s most recently determined net asset value per share) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. A . The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Ladenburg will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 14 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Barclays by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Barclays set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Barclays wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Barclays will, prior to 4:30 p.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined in Section 3) following the Trading Day on which such Placement Notice is delivered to Barclays (and, in the case of any Placement Notice delivered to Barclays prior to 8:00 a.m. (New York City time) on a Trading Day, Barclays will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Barclays set forth on Exhibit B) B attached hereto setting forth the terms that ▇▇▇▇▇ Fargo Securities Barclays is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Barclays until the Company confirms its acceptance of all of the terms of such Placement Notice, as amended (the “Acceptance”), by (i) email addressed to all of the individuals from Barclays set forth on Exhibit B attached hereto or (ii) telephone, with confirmation to be provided promptly thereafter by email or verifiable facsimile transmission addressed to all of the individuals from the Company and Barclays set forth on Exhibit B attached hereto (or other method mutually agreed to in writing by the parties hereto). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Barclays’ acceptance of the terms of the Placement Notice or upon receipt by Barclays of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to Barclays in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor Barclays will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Barclays and either (i) Barclays accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇▇▇▇▇▇ Fargo Securities will, prior to 8:30 a.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined below) following the Trading Day on which such Placement Notice is delivered to ▇▇▇▇▇▇▇▇▇▇ Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇▇▇▇▇▇ Securities until the Company delivers to ▇▇▇▇▇▇▇▇▇▇ Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇▇▇▇▇▇ Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇▇▇▇▇▇ Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇▇▇▇▇▇ Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇▇▇▇▇▇ Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇▇▇▇▇▇ Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇▇▇▇▇▇ Securities and either (i) ▇▇▇▇▇▇▇▇▇▇ Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. For the purposes this agreement, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to ▇▇▇▇▇ Fargo Securities, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities BMO Capital Markets by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities BMO Capital Markets set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities BMO Capital Markets wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities BMO Capital Markets will, prior to 8:30 a.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined below) following the Trading Day on which such Placement Notice is delivered to BMO Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities BMO Capital Markets set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities BMO Capital Markets is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or BMO Capital Markets until the Company delivers to BMO Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and BMO Capital Markets set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of BMO Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by BMO Capital Markets of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to BMO Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor BMO Capital Markets will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to BMO Capital Markets and either (i) BMO Capital Markets accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. For the purposes of this Agreement, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇W▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bexhibit), and shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. To the extent that the Common Stock is not, at the time of delivery of the Placement Notice, an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule, the Placement Notice must be delivered at least three (3) Business Day in advance of the sale date. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretiondiscretion following discussion with the Company) or, following discussion with the Company, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalpromptly, but in no event later than 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) , setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or W▇▇▇▇ Fargo Securities until the Company delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and W▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of W▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other another method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales of Securities are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales of Securities may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit BExhibit), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to timetime by written notice as hereinafter specified to all parties. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other another method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not

Placements. Each time that the Company wishes to issue and sell the Placement Securities (as defined below) hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the such Securities to be sold, which shall at a minimum include the number of Securities to be issued sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit BExhibit), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Placement Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Placement Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Placement Agent set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities the Placement Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Placement Agent until the Company delivers to the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the time period during which sales were to be made as set forth in the Placement Notice expired, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) this Agreement has been terminated under the provisions of Sections 9 or 13 or (vi) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Placement Agent and either (i) the Placement Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (provided that the minimum sales price must always be such that sales of Placement Securities cannot result in Net Proceeds (as defined below) being less than the aggregate nominal value of such Placement Securities) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) , setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined in Section 3) following the Trading Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) B attached hereto setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(m) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company Fund wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇W▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Exhibit B (with a copy to each of the other individuals from the Company Fund listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the CompanyFund, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities, issue to the Company Fund a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company Fund and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Fund or W▇▇▇▇ Fargo Securities until the Fund delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Fund and W▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Fund of W▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Fund’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Fund terminates the Placement Notice, (iii) the Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 3 below. The amount of any discount, commission or other compensation to be paid by the Fund to W▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Fund nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Fund delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Fund accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇W▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇W▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇W▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇W▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Trading Day following the Trading Day on which such Placement Notice is delivered to W▇▇▇▇ Fargo Securities (and, in the case of any Placement Notice delivered to W▇▇▇▇ Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, W▇▇▇▇ Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇W▇▇▇▇ Fargo Securities set forth on Exhibit B) B attached hereto setting forth the terms that ▇W▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or W▇▇▇▇ Fargo Securities until the Company delivers to W▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and W▇▇▇▇ Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of W▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by W▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to W▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor W▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to W▇▇▇▇ Fargo Securities and either (i) W▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. (a) Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. Notwithstanding the foregoing, in the event the Company engages ▇▇▇▇▇ Fargo Securities for a sale of Securities that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act Regulations, the Company and ▇▇▇▇▇ Fargo Securities will agree to compensation that is customary for ▇▇▇▇▇ Fargo Securities with respect to such transactions. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (b) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of any Securities and, by notice to ▇▇▇▇▇ Fargo Securities given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Securities, and ▇▇▇▇▇ Fargo Securities shall not be obligated to offer or sell any Securities, (i) during any period in which the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors, (ii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii) except as provided in paragraph (c) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (c) If the Company wishes to offer, sell or deliver Securities on any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to ▇▇▇▇▇ Fargo Securities (with a copy to counsel to ▇▇▇▇▇ Fargo Securities) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to ▇▇▇▇▇ Fargo Securities, and obtain the consent of ▇▇▇▇▇ Fargo Securities to the filing thereof (such consent not to be unreasonably withheld), (ii) provide ▇▇▇▇▇ Fargo Securities with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Section 7 hereof; respectively, (iii) afford ▇▇▇▇▇ Fargo Securities the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, upon such events the provisions of clause (iii) of Section 2(b) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 2(c) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 7 hereof and (B) this Section 2(c) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 2(b), which shall have independent application.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Capital One Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number or dollar amount of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number or dollar amount of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Capital One Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Capital One Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Capital One Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to Capital One Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Capital One Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Capital One Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Capital One Securities until the Company delivers to Capital One Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Capital One Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Capital One Securities’ acceptance of the terms of the Placement Notice or upon receipt by Capital One Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to Capital One Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Capital One Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Capital One Securities and either (i) Capital One Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. The Company agrees that any offer to sell or any sales of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of Capital One Securities or an Alternative Placement Agent on any single given day, and the Company shall in no event request that Capital One Securities and an Alternative Placement Agent sell Securities on the same day; provided, however, that the foregoing limitation shall only apply with respect to an agency transaction and shall not apply to any principal transaction effected at any time by any Agent and, provided further, such limitation shall not apply on any day during which no sales are made pursuant to this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, the Company shall be permitted, at any time and from time to time, to engage one or more additional agents and/or principals, subject to such additional agents and/or principals executing the expense reimbursement agreement then in effect among the Agents relating only to the sale of the Securities and the transactions contemplated by this Agreement and the Alternative Distribution Agreements, that, once engaged, may offer to sell, solicit an offer to buy or sell the Securities.

Placements. Each time that the Company wishes to issue and sell the Securities theSecurities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo UBS Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo UBS Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo UBS Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or UBS Securities until the Company delivers to UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and UBS Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of UBS Securities’ acceptance of the terms of the Placement Notice or upon receipt by UBS Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor UBS Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to UBS Securities and either (i) UBS Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 8:30 a.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities, when ▇▇▇▇▇ Fargo Securities is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities and the other terms and conditions, when ▇▇▇▇▇ Fargo Securities is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will shall notify ▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be mademade (the “Placement Period”), any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇ set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇ wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇▇▇ Fargo Securities will▇▇▇▇▇ shall, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇ set forth on Exhibit BB attached hereto) setting forth the terms that ▇▇▇▇▇▇▇ Fargo Securities ▇▇▇▇▇ is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇ until the Company delivers to ▇▇▇▇▇▇▇ ▇▇▇▇▇ an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇▇▇ ▇▇▇▇▇ of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section ‎13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section ‎4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and either (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ accepts the terms of such Placement Notice, or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) shall control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities one Sales Agent by email notice (or other method mutually agreed to in writing by the partiesCompany and such Sales Agent) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The applicable Sales Agent then in receipt of a Placement Notice is herein referred to as the “Current Sales Agent”. There may be only one Current Sales Agent per day. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Current Sales Agent set forth on Exhibit BB attached hereto, as such Exhibit B attached hereto may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Current Sales Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Current Sales Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Current Sales Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Current Sales Agent set forth on Exhibit BB attached hereto) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Current Sales Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Current Sales Agent until the Company delivers to the Current Sales Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Current Sales Agent set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Current Sales Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Current Sales Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Current Sales Agent, when the Current Sales Agent is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C attached hereto. The amount of any commission, discount or other compensation to be paid by the Company to the Current Sales Agent and the other terms and conditions, when the Current Sales Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed between the Company and the Current Sales Agent hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Current Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Current Sales Agent and either (i) the Current Sales Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Jefferies or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to Jefferies, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Jefferies wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Jefferies will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Jefferies set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities Jefferies is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Jefferies until the Company delivers to Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Jefferies set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Jefferies’ acceptance of the terms of the Placement Notice or upon receipt by Jefferies of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Jefferies will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Jefferies and either (i) Jefferies accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities some or all of the several Placement Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it the Company desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the relevant Placement Agent(s) set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended propose modified terms, ▇▇▇▇▇ Fargo Securities the Placement Agent will, prior to 4:30 p.m. (eastern time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to the Placement Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) ), addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Placement Agent set forth on Exhibit B) , setting forth the terms that ▇▇▇▇▇ Fargo Securities the Placement Agent is willing to accept. Where the terms provided in the Placement Notice are amended proposed to be modified as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Placement Agent until the Company delivers to the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as proposed to be modified (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s acceptance of the terms of the Placement Notice or, if modified as by the Placement Agent as provided for above, upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities have been sold, (ii) in accordance with the Placement Notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) the Agreement has been terminated under the provisions of Section 8 or Section 12, or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 5 below. The amount of any discount, commission, or other compensation to be paid by the Company to each Applicable Placement Agent (defined below) in connection with the sale of the Placement Securities shall be equal to the amount set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agents will have any obligation whatsoever

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day Trading Day (as defined below) and any minimum price below and maximum price above which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit B), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) ), or, following discussion discussions with the Company, Company wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practical, issue to the Company a notice Ladenburg shall confirm such Placement Notice by email notice (or other method mutually agreed to in writing by the parties) addressed to all the person from whom such Placement Notice was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agents in connection with the sale of the individuals from Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. If the Company wishes to issue and ▇▇▇▇▇ Fargo sell the Placement Securities set forth on Exhibit B) setting forth to Ladenburg as principal, it will notify Ladenburg of the proposed terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided of such Placement in the Placement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice are amended as provided for in the immediately preceding sentence, suchwill control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, prior to 8:30 a.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined below) following the Trading Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. For the purposes of this Agreement, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities RBC or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to RBC, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities RBC set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities RBC wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities RBC will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to RBC, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities RBC set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities RBC is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or RBC until the Company delivers to RBC an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and RBC set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of RBC’s acceptance of the terms of the Placement Notice or upon receipt by RBC of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to RBC in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor RBC will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to RBC and either (i) RBC accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities one Sales Agent by email notice (or other method mutually agreed to in writing by the partiesCompany and such Sales Agent) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The applicable Sales Agent then in receipt of a Placement Notice is herein referred to as the “Current Sales Agent”. There may be only one Current Sales Agent per day. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Current Sales Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Current Sales Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Current Sales Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Current Sales Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Current Sales Agent set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Current Sales Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Current Sales Agent until the Company delivers to the Current Sales Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Current Sales Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Current Sales Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Current Sales Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 12 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Current Sales Agent, when the Current Sales Agent is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to the Current Sales Agent and the other terms and conditions, when the Current Sales Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed between the Company and the Current Sales Agent hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Current Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Current Sales Agent and either (i) the Current Sales Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities DBSI by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit B), exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities DBSI set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities DBSI wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities DBSI will, prior to 4:30 p.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined in Section 3) following the Trading Day on which such Placement Notice is delivered to DBSI (and, in the case of any Placement Notice delivered to DBSI prior to 8:00 a.m. (New York City time) on a Trading Day, DBSI will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue to the Company a notice by email (or other method mutually agreed to in writing by the partiesparties hereto) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities DBSI set forth on Exhibit B) B attached hereto setting forth the terms that ▇▇▇▇▇ Fargo Securities DBSI is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or DBSI until the Company confirms its acceptance of all of the terms of such Placement Notice, as amended (the “Acceptance”), by (i) email addressed to all of the individuals from DBSI set forth on Exhibit B attached hereto or (ii) telephone, with confirmation to be provided promptly thereafter by email or verifiable facsimile transmission addressed to all of the individuals from the Company and DBSI set forth on Exhibit B attached hereto (or other method mutually agreed to in writing by the parties hereto). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of DBSI’s acceptance of the terms of the Placement Notice or upon receipt by DBSI of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to DBSI in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor DBSI will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to DBSI and either (i) DBSI accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities one Sales Agent by email notice (or other method mutually agreed to in writing by the partiesCompany and such Sales Agent) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The applicable Sales Agent then in receipt of a Placement Notice is herein referred to as the “Current Sales Agent”. There may be only one Current Sales Agent per Trading Day (as defined herein). The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit B), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Current Sales Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Current Sales Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Current Sales Agent will, prior to 8:30 a.m. (New York City time) on the Business Day (as reasonably promptly as practicaldefined below) following the Business Day on which such Placement Notice is delivered to the Current Sales Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Current Sales Agent (set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Current Sales Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Current Sales Agent until the Company delivers to the Current Sales Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Current Sales Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Current Sales Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Current Sales Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 hereof or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Current Sales Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Current Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Current Sales Agent and either (i) the Current Sales Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding

Placements. Each time that the Company wishes to issue and sell the Securities Notes hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Notes to be sold, which shall at a minimum include the number principal amount of Securities Notes to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number principal amount of Securities Notes that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Ladenburg will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company or Ladenburg terminates the Placement Notice in accordance with Section 4 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 14 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the applicable Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (provided that the minimum sales price must always be such that sales of Placement Securities cannot result in Net Proceeds (as defined below) being less than the aggregate nominal value of such Placement Securities) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time; provided, however, that any offer to sell Securities, any solicitation of an offer to buy Securities, and any sales of Securities shall only be effected by or through a single Agent on any single given day, and the Company shall in no event request that more than one Agent offer or sell Placement Securities pursuant to this Agreement on the same day. If ▇▇▇▇▇ Fargo Securities the Designated Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Designated Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to the Designated Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B) , setting forth the terms that ▇▇▇▇▇ Fargo Securities the Designated Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Designated Agent until the Company delivers to the Designated Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor an applicable Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to such Agent and either (i) such Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo JMP Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo JMP Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo JMP Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo JMP Securities will, prior to 8:30 a.m. (New York City time) on the Trading Day (as reasonably promptly as practicaldefined below) following the Trading Day on which such Placement Notice is delivered to JMP Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo JMP Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo JMP Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or JMP Securities until the Company delivers to JMP Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and JMP Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of JMP Securities’ acceptance of the terms of the Placement Notice or upon receipt by JMP Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to JMP Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor JMP Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to JMP Securities and either (i) JMP Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. For the purposes of this Agreement, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and and, if addressed to KeyBanc Capital Markets, shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets will, as reasonably promptly as practicalprior to 8:30 A.M. (eastern time) on the Business Day following the Business Day on which such Placement Notice is delivered to KeyBanc Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities KeyBanc Capital Markets is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or KeyBanc Capital Markets until the Company delivers to KeyBanc Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and KeyBanc Capital Markets set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of KeyBanc Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by KeyBanc Capital Markets of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to KeyBanc Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor KeyBanc Capital Markets will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to KeyBanc Capital Markets and either (i) KeyBanc Capital Markets accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesCompany and such Designated Agent) (each, a “Placement Notice”) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (made, provided that, in case that such price is less than $10.00 or such Placement Notice would otherwise give rise to a “preemptive right under the Investor Rights Agreement, the Company shall include a copy of the waiver of such preemptive right as an appendix to such Placement Notice”), a . A form of which Placement Notice containing such the minimum sales parameters necessary is attached hereto as Exhibit A. The Any Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities the Designated Agent wishes to accept such proposed terms included in the applicable Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Designated Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to the Designated Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Designated Agent set forth on Exhibit B) B setting forth the terms that ▇▇▇▇▇ Fargo Securities the Designated Agent is willing to accept. Where the terms provided in the a Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Designated Agent until the Company delivers to the Designated Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Agent set forth on Exhibit B. Any Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Agent’s acceptance of the terms of such Placement Notice or upon receipt by the Designated Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the fourth sentence of this paragraph, the Company terminates such Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Designated Agent and either (i) the Designated Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable) will control with respect to the corresponding Placement. The Company shall not submit any Placement Notice if the shares of Common Stock requested to be offered and sold pursuant to such Placement Notice have not been duly authorized by the Board of Directors of the Company (or the appropriately empowered and authorized committee thereof).

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below; provided, however, that any such notice shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will shall notify ▇▇▇▇▇ Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be mademade (the “Placement Period”), any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities willshall, as reasonably promptly as practicalprior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit BB attached hereto) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section ‎13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section ‎4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor ▇▇▇▇▇ Fargo Securities shall have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities accepts the terms of such Placement Notice, or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) shall control.

Placements. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and Ladenburg on any day that (A) is a trading day for the securities exchange on which the Shares may then be listed, (B) the Company has instructed Ladenburg by telephone to make such sales (a “Placement Notice”) and (C) the Company has satisfied its obligations under Section 8 of this Agreement. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities by email notice Ladenburg in accordance with the previous sentence (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”which minimum price shall not be less than the Company’s most recently determined net asset value per share), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. . The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit B)A, and shall be addressed directed to each one of the individuals from ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit BA, as such Exhibit B A may be amended from time to time. If ▇▇▇▇▇ Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities Ladenburg will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the Business Day following the Business Day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities Ladenburg set forth on Exhibit BA) setting forth the terms that ▇▇▇▇▇ Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit A. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company or Ladenburg terminates the Placement Notice in accordance with Section 4 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 14 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit B. It is expressly acknowledged and agreed that neither the Company nor Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇ Fargo Securities the Placement Agent by email notice e-mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities Shares to be sold, which shall at a minimum include the number of Securities Shares to be issued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities Shares that may be sold in any one day and any minimum price below which sales may not be made (which minimum price shall not be less than the Company’s then current net asset value per share) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed directed to each one of the individuals from ▇▇▇▇▇ Fargo Securities the Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to timetime (with a copy to each of the other individuals from the Placement Agent listed on such schedule). If ▇▇▇▇▇ Fargo Securities the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities the Placement Agent will, as reasonably promptly as practicalprior to 4:30 p.m. (New York City Time) on the Trading Day following the Trading Day on which such Placement Notice is delivered to the Placement Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities the Placement Agent set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities the Placement Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, suchsuch terms will not be binding on the Company or the Placement Agent until the Company delivers to the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company or the Placement Agent terminates the Placement Notice in accordance with Section 2 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 10 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 3 below. The amount of any commission, discount or other compensation to be paid by the Company to the Placement Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Placement Agent and either (i) the Placement Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “PlacementProposed Issuance”), it will notify ▇▇▇▇▇ Fargo Securities MCUSA by email notice (or other method mutually agreed to in writing by the parties) (an “Issuance Notice”) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities Shares to be issued (the “Placement Securities”)issued, the time period during which sales are requested to be mademade (or the Trading Day (as defined in Section 3) for an underwriting commitment by MCUSA), any limitation on the number of Securities that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”)made, a in each case subject to the minimum pricing and maximum volume requirements further set forth in this Section 2 unless mutually waived, in substantially the form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. MCUSA and the Company agree that (unless altered by mutual written agreement or the parties) no Issuance Notice shall propose: (a) the sale of an amount of Shares greater than the Maximum Issuance Size. The Placement “Maximum Issuance Size” shall be the lower of: (i) $50,000.00 or (ii) 10% of the lower of the 5-day or 3-month average daily traded value of the Common Stock on the Nasdaq Global Market (“Nasdaq”) (unless 10% of the lower of the 5-day or 3-month average daily traded value of the Common Stock on the Jasdaq Market of the Tokyo Securities Exchange (“TSE,” and with the Nasdaq, the “Exchanges”) is greater, in which case the value from the TSE shall be used) as determined by reference to Bloomberg as of the date of the Issuance Notice, nor (b) a price per Share less than the greater of $1.29 or the last available closing price of a share of the Common Stock on the Nasdaq (the “Minimum Price”). The Company may not provide Issuance Notices to MCUSA on consecutive Trading Days, unless mutually agreed by both parties. The Issuance Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such Exhibit Bschedule), and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo Securities MCUSA set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. If The Issuance Notice shall be effective upon receipt by MCUSA, to be promptly confirmed by MCUSA to the Company by email, unless and until (i) in accordance with the notice requirements set forth in Section 4, MCUSA declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares contemplated for sale under this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Issuance Notice in conjunction with termination of the Agreement, (iv) the Company has not fulfilled its obligations pursuant to Section 7(q), or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to MCUSA in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor MCUSA will have any obligation whatsoever with respect to an Issuance Notice or any Shares unless and until the Company delivers an Issuance Notice to MCUSA and MCUSA does not decline such Issuance Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding any other provision of this Agreement, during any period in which the Company’s ▇▇▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇▇▇ Fargo Securities will, as reasonably promptly as practical, issue policy (or functional equivalent) would prohibit the purchase or sale of Common Stock by persons subject to the policy, or during any period in which the Company a notice by email (or other method mutually agreed to is in writing by the parties) addressed to all possession of the individuals from material non-public information, the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit BMCUSA agree that (i) setting forth no sales of Shares shall occur, (ii) the terms that ▇▇▇▇▇ Fargo Securities is willing Company shall not request the sale of any Shares to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentenceoccur, suchand (iii) MCUSA shall not become obligated to offer to sell any Shares.