Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities will, prior 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 Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx 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 parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) Exhibit B), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior 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 Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)as reasonably promptly as practical, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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.such

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 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 Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated mutually agreed to in accordance with writing by the terms set forth on Exhibit C attached heretoparties 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B, setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Securities the Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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”), a form of which containing such necessary 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Mitsubishi by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters 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, and shall be addressed to each of the individuals from Xxxxx Fargo Securities Mitsubishi set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Mitsubishi 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day following the Trading Day on which Mitsubishi shall confirm such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx 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 notice (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals person from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx Fargo Securities is willing to accept. Where the terms provided in the whom such Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 4was received. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities the Sales Agents in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither C. If the Company nor Xxxxx Fargo Securities will have any obligation whatsoever with respect wishes to a Placement or any issue and sell the Placement Securities unless and until to Mitsubishi as principal, it will notify Mitsubishi of the Company delivers a Placement Notice to Xxxxx Fargo Securities and either (i) Xxxxx Fargo Securities accepts the proposed 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 hereinNotice. 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)Notice, 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 Securities the Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo JMP Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo JMP Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo JMP Securities will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)JMP Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo JMP Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo JMP Securities until the Company delivers to Xxxxx Fargo JMP Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo JMP Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo JMP Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo JMP Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo 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 Xxxxx Fargo JMP Securities and either (i) Xxxxx Fargo 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 Xxxxx Fargo Securities by email notice (or other another method mutually agreed to in writing by the parties heretoparties) 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 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) Exhibit), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to timetime by written notice as hereinafter specified to all parties. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day (as defined below) following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other another method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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.not

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Citigroup by email notice (or other another method mutually agreed to in writing by the parties heretoparties) 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 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) Exhibit), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Citigroup set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to timetime by written notice as hereinafter specified to all parties. If Xxxxx 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, Xxxxx Fargo Securities Citigroup will, prior to 4:30 p.m. (New York City time) on the Trading Business Day (as defined below) following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Citigroup, issue to the Company a notice by email (or other another method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Citigroup set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Citigroup until the Company delivers to Xxxxx Fargo Securities Citigroup an acceptance by email (or other another method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Securities theSecurities hereunder (each, a “Placement”), it will notify Xxxxx Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo UBS Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo UBS Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo UBS Securities until the Company delivers to Xxxxx Fargo UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo UBS Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo 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 Xxxxx Fargo UBS Securities and either (i) Xxxxx Fargo 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 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 Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated mutually agreed to in accordance with writing by the terms set forth on Exhibit C attached heretoparties 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx 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, Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)SunTrust Xxxxxxxx Xxxxxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx until the Company delivers to Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ SunTrust Xxxxxxxx Humphrey’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 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 Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx in connection with the sale of the Placement Securities shall be calculated mutually agreed to in accordance with writing by the terms set forth on Exhibit C attached heretoparties 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 Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx and either (i) Xxxxx Fargo Securities SunTrust Xxxxxxxx Xxxxxxxx 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 Xxxxx Fargo Securities X.X. Xxxxxx by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities X.X. Xxxxxx set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities X.X. Xxxxxx 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, Xxxxx Fargo Securities X.X. Xxxxxx will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)X.X. Xxxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities X.X. Xxxxxx set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Fargo Securities X.X. Xxxxxx is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Securities X.X. Xxxxxx until the Company delivers to Xxxxx Fargo Securities X.X. Xxxxxx an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities X.X. Xxxxxx set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ X.X. Xxxxxx’x acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities X.X. Xxxxxx of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this the Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities X.X. Xxxxxx in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached heretoC. Notwithstanding the foregoing, in the event the Company engages X.X. Xxxxxx 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 X.X. Xxxxxx will agree to compensation that is customary for X.X. Xxxxxx with respect to such transactions. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities X.X. Xxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo Securities X.X. Xxxxxx and either (i) Xxxxx Fargo Securities X.X. Xxxxxx 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 Securities the Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties heretoparties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Securities Placement Shares to be sold, which shall at a minimum include the number of Securities Placement Shares to be issued (the “Placement Securities”)and sold, the time period during which sales are requested to be made, any limitation on the number of Securities Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales Placement Shares may not be made (a “Placement Notice”)sold, a form of which containing such necessary 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 attached hereto Schedule 2 (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities HCW set forth on Exhibit B attached hereto, as such Exhibit B Schedule 2. Schedule 2 may be amended from time to timetime in writing but only upon the mutual confirmation of such amendment by HCW and the Company. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities will, prior 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 Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to), issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth person designated on Exhibit B attached hereto setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx Fargo Securities set forth on Exhibit B attached heretoSchedule 2. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, HCW unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the second sentence terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this the Placement Shares have been sold thereunder, (iii) in accordance with the notice requirements set forth in Section 24, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those in the which supersedes an earlier dated Placement Notice, or (ivv) 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 411. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth on Exhibit C attached heretoin Schedule 3 and shall be set forth in the Placement Notice. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Securities HCW and either (i) Xxxxx Fargo Securities accepts the terms of HCW does not decline 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) therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, 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 Xxxxxxx Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxxxx Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxxxx Xxxxx 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, Merrill Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Xxxxxxx Xxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxxxx Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxxxx Xxxxx 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 terms will not be binding on the Company or Xxxxxxx Xxxxx Fargo Securities until the Company delivers to Xxxxxxx Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxxxx Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Xxxxxxx Xxxxx’x acceptance of the terms of the Placement Notice or upon receipt by Xxxxxxx Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this the Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxxxx Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached heretoC. Notwithstanding the foregoing, in the event the Company engages Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx will agree to compensation that is customary for Xxxxxxx Xxxxx with respect to such transactions. It is expressly acknowledged and agreed that neither the Company nor Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx Fargo Securities and either (i) Xxxxxxx Xxxxx 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 Xxxxx Wxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) ), and shall be addressed to each of the individuals from Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached heretoB, 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 Xxxxx Wxxxx 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, Xxxxx Wxxxx Fargo Securities will, prior to promptly, but in no event later than 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Wxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto B, setting forth the terms that Xxxxx Wxxxx 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 terms will not be binding on the Company or Xxxxx Wxxxx Fargo Securities until the Company delivers to Xxxxx Wxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Wxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Wxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in of the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Wxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Wxxxx 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 Xxxxx Wxxxx Fargo Securities and either (i) Xxxxx Wxxxx 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities, when Xxxxx Fargo Securities is acting as agent, in connection with the sale of the Placement Securities shall be calculated determined in accordance with the terms set forth on in Exhibit C attached heretoC. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargo Securities, when Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities Jefferies or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) and schedule), and, if addressed to Jefferies, shall be addressed to each of the individuals from Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities Jefferies will, prior to 4:30 p.m. 8:30 A.M. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Jefferies until the Company delivers to Xxxxx Fargo Securities Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesJefferies’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, 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 in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Jefferies and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Capital One Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Capital One Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Capital One Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Capital One Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Capital One Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Capital One Securities until the Company delivers to Xxxxx Fargo Capital One Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Capital One Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Capital One Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Capital One Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo 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 Xxxxx Fargo Capital One Securities and either (i) Xxxxx Fargo 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 hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on 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 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities, when Xxxxx 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 on in Exhibit C attached heretoC. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargo Securities and the other terms and conditions, when Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities BMO Capital Markets by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities BMO Capital Markets set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities BMO Capital Markets will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)BMO Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities BMO Capital Markets set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities BMO Capital Markets until the Company delivers to Xxxxx Fargo Securities BMO Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities BMO Capital Markets set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesBMO Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities BMO Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities BMO Capital Markets and either (i) Xxxxx Fargo Securities 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 Securities the Notes hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice4 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Barclays by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Fargo Securities Barclays set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Barclays wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Barclays will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined in Section 3) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities Barclays (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities Barclays prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities 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 parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Barclays set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Barclays until the Company delivers to Xxxxx Fargo Securities an confirms its 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 by (i) email shall 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 Xxxxx Fargo Securities 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 Xxxxx Fargo SecuritiesBarclays’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Barclays and either (i) Xxxxx Fargo Securities 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 Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Barclays by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Fargo Securities Barclays set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Barclays wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Barclays will, prior 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 Xxxxx Fargo Securities Barclays (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities Barclays prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities 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 parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Barclays set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Barclays until the Company delivers to Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo SecuritiesBarclays’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Barclays and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) and schedule), and, if addressed to Xxxxx Fargo Securities, shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. 8:30 A.M. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, 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 in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Wxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 Fund set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company Fund listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Wxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the CompanyFund, wishes to accept amended terms, Xxxxx Wxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Wxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company Fund a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company Fund and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Wxxxx 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 terms will not be binding on the Company Fund or Xxxxx Wxxxx Fargo Securities until the Company Fund delivers to Xxxxx Wxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Fund and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company Fund of Xxxxx Wxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Wxxxx Fargo Securities of the CompanyFund’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 2paragraph, the Company Fund terminates the Placement Notice, (iii) the Company Fund issues a subsequent Placement Notice with parameters superseding those in on 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 43 below. The amount of any discount, commission or other compensation to be paid by the Company Fund to Xxxxx Wxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company Fund nor Xxxxx Wxxxx Fargo Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company Fund delivers a Placement Notice to Xxxxx Wxxxx Fargo Securities and either (i) Xxxxx Wxxxx Fargo Securities accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company 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 Securities the Shares hereunder through Ladenburg, acting as agent (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties hereto) parties), a form of which containing the minimum sales 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 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 ) is attached hereto as Exhibit A (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. . The Placement Notice shall originate from any of the individuals from or representing the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from or representing the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept propose amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from or representing the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto setting forth the terms that Xxxxx Fargo Securities Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended by Ladenburg as provided for in the immediately preceding sentence, such amended terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg unless and until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) of all of the terms of such Placement Notice, as so amended (the “Acceptance”), which email shall be addressed to all of the individuals from or representing the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities Ladenburg accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amendedamended by Ladenburg, 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 Xxxxx Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo UBS Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo UBS Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo UBS Securities until the Company delivers to Xxxxx Fargo UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo UBS Securities’ ' acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo UBS Securities of the Company’s '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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo 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 Xxxxx Fargo UBS Securities and either (i) Xxxxx Fargo 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto hereto) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities Jefferies or the Alternative Placement Agents by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) and schedule), and, if addressed to Jefferies, shall be addressed to each of the individuals from Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities Jefferies will, prior to 4:30 p.m. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Jefferies until the Company delivers to Xxxxx Fargo Securities Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesJefferies’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Jefferies and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Xxxxxxxxxx Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Xxxxxxxxxx Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Xxxxxxxxxx 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, Xxxxx Fargo Xxxxxxxxxx Securities will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Xxxxxxxxxx Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Xxxxxxxxxx Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Fargo Xxxxxxxxxx Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Xxxxxxxxxx Securities until the Company delivers to Xxxxx Fargo Xxxxxxxxxx Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Xxxxxxxxxx Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Xxxxxxxxxx Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Xxxxxxxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Xxxxxxxxxx Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Xxxxxxxxxx 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 Xxxxx Fargo Xxxxxxxxxx Securities and either (i) Xxxxx Fargo Xxxxxxxxxx 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 Xxxxx 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 heretoparties) 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) and schedule), and, if addressed to Barclays Capital, shall be addressed to each of the individuals from Xxxxx Fargo Securities Barclays Capital set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities Barclays Capital will, prior to 4:30 p.m. 8:30 A.M. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Barclays Capital, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Barclays Capital set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Barclays Capital until the Company delivers to Xxxxx Fargo Securities Barclays Capital an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Barclays Capital set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Barclays Capital’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Barclays Capital in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Barclays Capital and either (i) Xxxxx Fargo Securities 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 hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B, setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this the Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached heretoC. Notwithstanding the foregoing, in the event the Company engages Xxxxx 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 Xxxxx Fargo Securities will agree to compensation that is customary for Xxxxx Fargo Securities with respect to such transactions. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxxxx Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Xxxxxxx Sachs set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxxxx Xxxxx 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, Xxxxx Fargo Securities Xxxxxxx Sachs will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Xxxxxxx Xxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Xxxxxxx Sachs set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxxxx Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities Xxxxxxx Sachs until the Company delivers to Xxxxxxx Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Xxxxxxx Sachs set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesXxxxxxx Xxxxx’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities Xxxxxxx Sachs 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxxxx Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities Xxxxxxx Sachs will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxxxx Xxxxx Fargo Securities and either (i) Xxxxx Fargo Securities Xxxxxxx Sachs 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 Xxxxxxx Xxxxx or an Alternative Placement Agent on any single given day, and the Company shall in no event request that Xxxxxxx Sachs 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 Securities hereunder (each, a “Placement”), it will notify Xxxxx Wxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Wxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Wxxxx Fargo Securities will, prior 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 Xxxxx Wxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Wxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Wxxxx 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 parties hereto) addressed to all of the individuals from the Company and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx Wxxxx 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 terms will not be binding on the Company or Xxxxx Wxxxx Fargo Securities until the Company delivers to Xxxxx Wxxxx 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 Xxxxx Wxxxx 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 Xxxxx Wxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Wxxxx 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 Xxxxx Wxxxx 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 Xxxxx Wxxxx 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 Xxxxx Wxxxx Fargo Securities and either (i) Xxxxx Wxxxx 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 Securities the Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities the Placement Agent by email notice e-mail (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary minimum sales parameters 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) schedule), and shall be addressed directed to each one of the individuals from Xxxxx Fargo Securities the Placement Agent set forth on Exhibit B attached heretoB, 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 Xxxxx Fargo Securities the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities the Placement Agent will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities the Placement Agent set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities the Placement Agent until the Company delivers to Xxxxx Fargo Securities the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities the Placement Agent set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ the Placement Agent’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice2 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 10 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 43 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities the Placement Agent in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities the Placement Agent and either (i) Xxxxx Fargo Securities 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.the

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities KeyBanc Capital Markets or the Alternative Placement Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) and schedule), and, if addressed to KeyBanc Capital Markets, shall be addressed to each of the individuals from Xxxxx Fargo Securities KeyBanc Capital Markets set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities KeyBanc Capital Markets will, prior to 4:30 p.m. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)KeyBanc Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities KeyBanc Capital Markets set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities KeyBanc Capital Markets until the Company delivers to Xxxxx Fargo Securities KeyBanc Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities KeyBanc Capital Markets set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesKeyBanc Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either a party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities KeyBanc Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities KeyBanc Capital Markets and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) and schedule), and, if addressed to Xxxxx Fargo Securities, shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. 8:30 A.M. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities DBSI by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Fargo Securities DBSI set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities DBSI wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities DBSI will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined in Section 3) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities DBSI (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities DBSI prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities 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 parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities DBSI set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities DBSI until the Company delivers to Xxxxx Fargo Securities an confirms its 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 by (i) email shall 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities’ DBSI’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Xxxxx Fargo Securities DBSI and either (i) Xxxxx Fargo Securities 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 Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo X.X. Xxxxxx Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo X.X. Xxxxxx Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo X.X. Xxxxxx 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, Xxxxx Fargo X.X. Xxxxxx Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)X.X. Xxxxxx Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo X.X. Xxxxxx Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Fargo X.X. Xxxxxx Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo X.X. Xxxxxx Securities until the Company delivers to Xxxxx Fargo X.X. Xxxxxx Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo X.X. Xxxxxx Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo X.X. Xxxxxx Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo X.X. Xxxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo X.X. Xxxxxx Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo X.X. Xxxxxx 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 Xxxxx Fargo X.X. Xxxxxx Securities and either (i) Xxxxx Fargo X.X. Xxxxxx 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 X.X. Xxxxxx Securities or an Alternative Placement Agent on any single given day, and the Company shall in no event request that X.X. Xxxxxx 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 hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary minimum sales parameters 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, and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day following the Trading Day on which Ladenburg shall confirm such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx 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 notice (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals person from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx Fargo Securities is willing to accept. Where the terms provided in the whom such Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 4was received. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities the Sales Agents in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither C. If the Company nor Xxxxx Fargo Securities will have any obligation whatsoever with respect wishes to a Placement or any issue and sell the Placement Securities unless and until to Ladenburg as principal, it will notify Ladenburg of the Company delivers a Placement Notice to Xxxxx Fargo Securities and either (i) Xxxxx Fargo Securities accepts the proposed 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 hereinNotice. 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)Notice, 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 Xxxxx Fargo Securities RBC or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) and schedule), and, if addressed to RBC, shall be addressed to each of the individuals from Xxxxx Fargo Securities RBC set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities RBC will, prior to 4:30 p.m. 8:30 A.M. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)RBC, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities RBC set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities RBC until the Company delivers to Xxxxx Fargo Securities RBC an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities RBC set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ RBC’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, 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 in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities RBC in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities RBC and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Jefferies or the Alternative Placement Agents by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) and schedule), and, if addressed to Jefferies, shall be addressed to each of the individuals from Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities Jefferies will, prior to 4:30 p.m. (New York City eastern time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Jefferies, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Jefferies until the Company delivers to Xxxxx Fargo Securities Jefferies an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Jefferies set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo SecuritiesJefferies’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either a party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Jefferies in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Jefferies and either (i) Xxxxx Fargo Securities 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. (a) Each time that the Company wishes to issue and sell Securities the Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities Ladenburg Txxxxxxx by email notice (or other method mutually agreed to in writing by the parties heretoparties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Securities Placement Shares to be sold, which shall at a minimum include the number of Securities Placement Shares to be issued (the “Placement Securities”)issued, the time period during which sales are requested to be made, any limitation on the number of Securities Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such necessary minimum required sales parameters parameters, is attached hereto as Exhibit A. The 1. A Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto Schedule 2 (with a copy to each the Chief Executive Officer of the other individuals from the Company listed on such exhibit) Company), and shall be addressed sent to each the representative(s) of the individuals from Xxxxx Fargo Securities Ladenburg Txxxxxxx set forth on Exhibit B attached heretoSchedule 1, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities Ladenburg Txxxxxxx wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg Txxxxxxx will, prior to 4:30 p.m. (New York City timeTime) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg Txxxxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg Txxxxxxx set forth on Exhibit B Schedule 1 attached hereto setting forth the terms that Xxxxx Fargo Securities Ladenburg Txxxxxxx is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg Txxxxxxx until the Company delivers to Xxxxx Fargo Securities Ladenburg Txxxxxxx an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg Txxxxxxx set forth on Exhibit B Schedule 1 attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg Thalmann’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities Ladenburg Txxxxxxx of the Company’s Acceptance, as the case may be, unless and until (i) in accordance with the notice requirements set forth in Sxxxxxx 0, Xxxxxxxxx Xxxxxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities Shares has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this Section 24, the Company or Ladenburg Txxxxxxx suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those in the earlier dated Placement Notice, Notice or (ivv) 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 411. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg Txxxxxxx, in connection with the sale of the Placement Securities Shares shall be calculated determined in accordance with the terms set forth on Exhibit C Schedule 2 attached hereto. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities Ladenburg Txxxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Securities Ladenburg Txxxxxxx and either (i) Xxxxx Fargo Securities Ladenburg Txxxxxxx 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. Notwithstanding the foregoing, in the event the Company engages Ladenburg Txxxxxxx for a sale of Placement Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and Ladenburg Txxxxxxx will agree to compensation that is customary for Ladenburg Txxxxxxx with respect to such transactions.

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 Securities the Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice Ladenburg in accordance with the previous sentence (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary minimum sales parameters 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) A, and shall be addressed directed to each one of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoA, as such Exhibit B A may be amended from time to time. If Xxxxx Fargo Securities Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. (New York City timeTime) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto A) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. A. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 the notice requirements set forth in the second sentence of this Section 2, the Company terminates the Placement Notice4 below, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 14 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. B. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Wxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Wxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Wxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Wxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Wxxxx 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 terms will not be binding on the Company or Xxxxx Wxxxx Fargo Securities until the Company delivers to Xxxxx Wxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Wxxxx Fargo Securities’ ' acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Wxxxx Fargo Securities of the Company’s '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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Wxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Wxxxx 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 Xxxxx Wxxxx Fargo Securities and either (i) Xxxxx Wxxxx 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 Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties 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 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) and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined in Section 3) following the Trading Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties hereto) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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(l9(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 Xxxxx 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 Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 necessary minimum sales parameters 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities willshall, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto hereto) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx 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 Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 ‎13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 4‎4 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities will shall have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo Securities and either (i) Xxxxx Fargo Securities accepts the terms of such Placement Notice 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 shall control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “"Placement”"), it will notify Xxxxx Fargo UBS Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 attached hereto (with a copy to each of the other individuals from the Company listed on such exhibit) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo UBS Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Fargo UBS Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo UBS Securities will, prior to 4:30 p.m. (New York City time) on the Trading Day business day following the Trading Day business day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)UBS Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo UBS Securities until the Company delivers to Xxxxx Fargo UBS Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo UBS Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo UBS Securities’ ' acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo UBS Securities of the Company’s '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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo UBS Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo 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 Xxxxx Fargo UBS Securities and either (i) Xxxxx Fargo 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 Xxxxx Fargo Securities Ladenburg by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities Ladenburg will, prior to 4:30 p.m. 8:30 a.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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, such terms will not be binding on the Company or Xxxxx Fargo Securities Ladenburg until the Company delivers to Xxxxx Fargo Securities Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities Ladenburg set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities 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 Section 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Fargo Securities Ladenburg in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Securities 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 Xxxxx Fargo Securities Ladenburg and either (i) Xxxxx Fargo Securities 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 Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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) schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx 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, Xxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx 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 terms will not be binding on the Company or Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 9(l) or Section 12 13 or (v) either party hereto shall have suspended the sale of the Placement Securities in accordance with Section 44 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 Xxxxx Fargo Securities in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth on in Exhibit C attached hereto. C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx 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 Xxxxx Fargo Securities and either (i) Xxxxx 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 Xxxxx Wxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties heretoparties) 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 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) schedule), and shall be addressed to each of the individuals from Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached heretoB, as such Exhibit B may be amended from time to time. If Xxxxx Wxxxx 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, Xxxxx Wxxxx Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Trading Business Day following the Trading Business Day on which such Placement Notice is delivered to Xxxxx Wxxxx Fargo Securities (and, in the case of any Placement Notice delivered to Xxxxx Fargo Securities prior to 8:00 a.m. (New York City time) on a Trading Day, Xxxxx Fargo Securities will use its reasonable best efforts prior to 9:30 a.m. (New York City time) on such Trading Day to)Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties heretoparties) addressed to all of the individuals from the Company and Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto B) setting forth the terms that Xxxxx Wxxxx 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 terms will not be binding on the Company or Xxxxx Wxxxx Fargo Securities until the Company delivers to Xxxxx Wxxxx Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties heretoparties) 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 Xxxxx Wxxxx Fargo Securities set forth on Exhibit B attached hereto. B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Wxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Wxxxx 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 2paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those in on 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 44 below. The amount of any discount, commission or other compensation to be paid by the Company to Xxxxx Wxxxx Fargo Securities, when Wxxxx 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 on in Exhibit C attached heretoC. The amount of any commission, discount or other compensation to be paid by the Company to Wxxxx Fargo Securities and the other terms and conditions, when Wxxxx 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 Xxxxx Wxxxx 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 Xxxxx Wxxxx Fargo Securities and either (i) Xxxxx Wxxxx 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.