Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell any of the Shares hereunder (each, a “Placement”), it the Fund will notify the Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the given period, any minimum price below which sales may not be made or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1, which request shall be confirmed by CF&Co. The Subsequent to any Placement Notice that the Fund originates via telephone, it will, as soon as reasonably practicable, but in no case longer than one Trading Day (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company Fund listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to CF&Co does not affirmatively accept the terms contained therein within one hour of receipt of such Placement Notice, for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) in accordance with the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)notice requirements set forth in Section 4, CF&Co suspends sales thereunder or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent CF&Co in connection with the sale of the Placement Shares effected through CF&Co shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent R▇▇▇▇▇▇ J▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3 below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent R▇▇▇▇▇▇ J▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Agent R▇▇▇▇▇▇ J▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent R▇▇▇▇▇▇ J▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, and R▇▇▇▇▇▇ J▇▇▇▇ provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent R▇▇▇▇▇▇ J▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated 2% of the gross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to R▇▇▇▇▇▇ J▇▇▇▇ in accordance writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the terms set forth number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Agent R▇▇▇▇▇▇ J▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveR▇▇▇▇▇▇ J▇▇▇▇, receipt of which is promptly confirmed by R▇▇▇▇▇▇ J▇▇▇▇, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day (1) Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by the Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in the Company’s sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on contained in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does Cowen that is not decline such Placement Notice declined by Cowen pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell any of the Shares hereunder (each, a “Placement”), it the Company will notify the Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of the Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of the Shares that may be sold in any one day and the given period, any minimum price below which sales may not be made or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a which request shall be confirmed by CF&Co, the form of which containing such minimum sales parameters necessary confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Company originates via telephone, it will, within two (2) Trading Days (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), CF&Co suspends sales thereunder or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares effected through CF&Co shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 31. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as the Company’s directors and officers would not be permitted to buy or sell shares in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of a the Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares shares of Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent [Agent] by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the 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 Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent [Agent] set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent [Agent] unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Agent [Agent] declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares have been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company suspends or terminates the Placement Notice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (v5) this the Agreement has been terminated under the provisions of Section 1114 or (6) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent [Agent] in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent [Agent] will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent [Agent] and the Agent [Agent] does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”), made; a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the such Designated Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the such Designated Agent unless and until until: (i) in accordance with the notice requirements set forth in Section 4, the such Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (ii) the entire amount of the Placement Shares have been sold, ; (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion; (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), Notice; or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the such Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the a Designated Agent and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Part I of Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedulePart I of Schedule 3), and shall be addressed to each of the individuals from the Agent set forth on Part II of Schedule 23, as such Schedule 2 3 may be amended updated from time to timetime with respect to the individuals of each party by such party providing written notice to the other parties of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be conveyed to the Company within 24 hours of the Placement Notice, (ii) the entire amount of the Placement Shares have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified 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, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the 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 Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares have been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company suspends or terminates the Placement Notice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (v5) this the Agreement has been terminated under the provisions of Section 1113 or (6) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, provided that any such declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell any of the Shares hereunder (each, a “Placement”), it the Company will notify the Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of the Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of the Shares that may be sold in any one day and the given period, any minimum price below which sales may not be made or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a which request shall be confirmed by CF&Co, the form of which containing such minimum sales parameters necessary confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Company originates via telephone, it will, within two Trading Days (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), CF&Co suspends sales thereunder or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares effected through CF&Co shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows: (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to may issue (in the case of an Issuance) and sell or cause to be sold the Shares hereunder (each, a “Placement”), it will notify by the Agent by delivery of an email notice to Agent (in the case of an Issuance) or other method mutually agreed to the Forward Seller and the Forward Purchaser (in writing by the partiescase of a Forward) containing the parameters in accordance with which it desires the Shares to be sold, which shall at specify whether it relates to an “Issuance” or a minimum “Forward” and include the maximum number of Shares (which may be expressed as a percentage of volume) to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Agent or the Agent Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If Agent or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, Agent or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Agent or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email addressed to all of the individuals from the Company and Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that Agent or the Forward Seller and the Forward Purchaser, as applicable, are 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 Agent or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to Agent or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email 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 Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company or Agent’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by Agent or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 11. The amount of 13 or (v) any discount, commission or other compensation to be paid by the Company to the Agent in connection with party shall have suspended the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3Section 4 below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and either (i) Agent accepts the Agent does not decline 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 therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept 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), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Shares to be sold under all such previously delivered Placement Notices have all been sold, no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Agent and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchaser and any Forward Contracts entered into between the Company and any Alternative Agent exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Shares Placement Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)Units, the time period during which sales are requested to be made, any limitation on the number of Shares Placement Units that may be sold in any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1“A”. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 2 attached hereto “C” (with a copy to each of the other individuals from the Company Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 2“C”, as such Schedule 2 “C” may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule “C”, (ii) the entire amount of the Placement Shares Units thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4Manager, on behalf of the Company Trust, suspends or terminates the Placement Notice, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 3“B”. It is expressly acknowledged and agreed that neither the Company Manager, on behalf of the Trust, nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall shall, at a minimum minimum, include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇ set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements requirement set forth in Section 44 and within one Business Day (as defined herein) of its receipt of the Placement Notice, the Agent ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent ▇▇▇▇▇ and the Agent ▇▇▇▇▇ does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the minimum price effective Minimum Daily Price (as defined below) below which sales may not be made (a “Placement Notice”), a . A form of which Placement Notice containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)2, and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime upon the mutual agreement of the parties. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with within the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent in connection with the sale of the Placement Shares CF&Co shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of shares of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Ordinary Shares to be sold, which shall at a minimum include the number of Ordinary Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Ordinary Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3(a)) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the such Designated Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the such Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the such Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the such Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the a Designated Agent and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any two of the three individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion, or (vf) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a "Placement Notice") containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any two of the three individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion, or (vf) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any one of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion, or (vf) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify one or both of the Agent Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3 (Sale of Placement Shares by the Agents) below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Applicable Agent (as defined below) set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Applicable Agent (and after such confirmation by the Agent, any Agent bound to such terms is referred to as an “Applicable Agent”) unless and until (i) in accordance with the notice requirements set forth in Section 44 (Suspension of Sales) hereof, the Applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, and the Applicable Agent provides notice thereof to the Company within one Business Day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 44 (Suspension of Sales) hereof, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113 (Termination of this Agreement) hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Applicable Agent in connection with the sale of the Placement Shares shall be calculated 2% of the gross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to the Applicable Agent in accordance writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the terms set forth number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Applicable Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and Applicable Agent, receipt of which is promptly confirmed by the Agent does not decline such Placement Notice pursuant to the terms set forth aboveApplicable Agent, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email e-mail notice (a “Placement Notice”), or other method mutually agreed to in writing by the parties) , containing the parameters in accordance with which it the Fund desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, the amount of compensation proposed to be paid by the Fund to CF&Co, any limitation on the number of Placement Shares that may be sold in any one day and the minimum price effective Minimum Daily Price (as defined below) below which sales may not be made (a “made. A form Placement Notice”), a form of which Notice containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)2, and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime upon the mutual agreement of the parties. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with within the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein within two (2) Trading Days of receipt of such Placement Notice, for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent in connection CF&Co with the sale respect to each Placement shall not exceed two percent (2%) of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from for the Agent set forth on Schedule 2, as such Schedule 2 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares under the Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Jefferies by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Agent Jefferies set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The If Jefferies wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares have been soldor, (iii) in accordance following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Jefferies shall confirm such Placement Notice with parameters superseding those on by email notice (or other method mutually agreed to in writing by the earlier dated parties) addressed to the person from whom such Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 11was received. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Sales Agents in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither Exhibit C. If the Company nor wishes to issue and sell the Agent Placement Securities to Jefferies as principal, it will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until notify Jefferies of the Company delivers a Placement Notice to the Agent and the Agent does not decline proposed terms of such Placement Notice pursuant to in the terms set forth above, and then only upon the terms specified therein and hereinPlacement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Shares, either under this Agreement or pursuant to a Placement Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail)v) CF&Co declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)or any maximum price above which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares (other than Shares sold pursuant to a Terms Agreement) shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be soldsold (a “Placement Notice”), which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the all Placement Shares Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the sale of the Placement NoticeSecurities in accordance with Section 4 below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The compensation payable by the Company to MLV, when MLV is acting as agent, in connection with the sale of the Placement Securities shall be up to 2.00% of the gross sales price of the Placement Securities sold pursuant to this Agreement. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to the Agent MLV, when MLV is acting as principal, in connection with the sale of the Placement Shares Securities shall be calculated in accordance with as separately agreed among the terms set forth in Schedule 3parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to issue (in the case of an Issuance) and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Manager or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Manager or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Manager or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that the Manager or the Forward Seller and the Forward Purchaser, as applicable, are 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 the Manager or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Manager or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Agent Company of the Manager’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Manager or the Forward Seller and the Forward Purchaser, as applicable, 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 Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission 13 or other compensation to be paid by the Company to the Agent in connection with (v) either party shall have suspended the sale of the Placement Shares shall be calculated Securities in accordance with Section 4 below. The termination of the terms effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Agent Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent Manager and either (i) the Agent does not decline Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept 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), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Manager; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Manager) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Manager exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (means of a telephone call or other method mutually agreed to in writing by the partiesparties (confirmed promptly by email notice) containing (a “Placement Notice”), such notice to include the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and the minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company or the Manager set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company or the Manager listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime with respect to either party. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1114. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Sales of the Shares, if any, shall be made through only one Placement Agent on any given day, and the Company shall in no event request that the Agent or the Alternative Placement Agents sell Shares on the same day. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares Common Stock hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company whose names are set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company whose names are listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent whose names are set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by the Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice to the Designated Agent with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. For purposes of selling the Placement Shares through the Agents, the Company hereby appoints the Lead Agent as exclusive agent of the Company pursuant to this Agreement. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number or dollar value of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Lead Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Lead Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice (including, (iv) the Company issues but not limited to, by means of a subsequent Placement Notice with that explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those on parameters contained in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mailNotice), or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Lead Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Lead Agent and the Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company amends, supersedes, suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify a Lead Agent (the Agent "Designated Lead Agent") by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include parties of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in on any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “"Placement Notice”"), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Lead Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Designated Lead Agent (with respect to the individuals from the Designated Lead Agent). The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Designated Lead Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Lead Agent and the Designated Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent C▇▇▇▇-▇▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with proposed terms of such Placement, which it desires shall include at a minimum the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be mademade (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent C▇▇▇▇-▇▇▇▇▇▇ set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent C▇▇▇▇-▇▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent C▇▇▇▇-▇▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent C▇▇▇▇-▇▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent C▇▇▇▇-▇▇▇▇▇▇ and the Agent C▇▇▇▇-▇▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to may issue (in the case of an Issuance) and sell Shares or cause to be sold the Securities hereunder (each, a “Placement”), it will notify the Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the maximum number of Shares (which may be expressed as a percentage of volume) Securities to be issued sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Agent or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Agent or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Agent or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth an acceptance of terms in the Company’s Placement Notice or such amended or other terms that the Agent or the Forward Seller and the Forward Purchaser, as applicable, are 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 the Agent or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Agent or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Agent’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Agent or the Forward Seller and the Forward Purchaser, as applicable, 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 Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement and such Placement Notice (as subsequently confirmed amended by e-mail)the corresponding Acceptance, or if applicable) has been accepted in accordance with the requirements set forth above, (viv) this Agreement has been terminated under the provisions of Section 11. The amount of Sections 9 and 13 or (v) any discount, commission or other compensation to be paid by the Company to the Agent in connection with party shall have suspended the sale of the Placement Shares shall be calculated Securities in accordance with Section 4 below. The termination of the terms effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and either (i) the Agent does not decline 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 therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept 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), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Agent; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Agent) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Agent exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company amends, supersedes, suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day (1) Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent BTIG by email notice (or other method mutually agreed to in writing by the partiesParties) containing of the parameters in accordance with which it desires the amount of Shares requested to be sold, which shall at a minimum include sold or the number of Shares (which may be expressed as a percentage of volume) gross proceeds to be issued (the “Placement Shares”)raised in a given time period, the time period during which sales are requested to be made, any limitation on the number amount of Shares that may be sold in any one day and the single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from the Agent individual representatives of BTIG set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Provided the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Agent unless and until (i) BTIG, in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which shall not be deemed a breach of BTIG’s agreement herein), (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or sales thereunder, (iv) BTIG, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (vvi) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent BTIG in connection with the sale of the Placement Shares effected through BTIG, as agent, shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent BTIG will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent BTIG and the Agent BTIG does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall shall, at a minimum minimum, include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the day, any minimum price below which sales may not be made and the discount, commission or other compensation to be paid by the Fund to ▇▇▇▇▇ (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇ set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, ▇▇▇▇▇, within one (1) Business Day (as defined below) of its receipt of the Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or ▇▇▇▇▇ suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to ▇▇▇▇▇ with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32, unless superseded by the terms and conditions as set forth in the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent ▇▇▇▇▇ and the Agent ▇▇▇▇▇ does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 10 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to issue (in the case of an Issuance) and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Manager or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Manager or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Manager or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that the Manager or the Forward Seller and the Forward Purchaser, as applicable, are 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 the Manager or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Manager or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Agent Company of the Manager’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Manager or the Forward Seller and the Forward Purchaser, as applicable, 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 Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission 14 or other compensation to be paid by the Company to the Agent in connection with (v) either party shall have suspended the sale of the Placement Shares shall be calculated Securities in accordance with Section 4 below. The termination of the terms effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Agent Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent Manager and either (i) the Agent does not decline Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept 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), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period; no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Manager; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Manager) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Manager exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number or dollar value of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Mitsubishi by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Agent Mitsubishi set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The If Mitsubishi wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares have been soldor, (iii) in accordance following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Mitsubishi shall confirm such Placement Notice with parameters superseding those on by email notice (or other method mutually agreed to in writing by the earlier dated parties) addressed to the person from whom such Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 11was received. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Sales Agents in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither Exhibit C. If the Company nor wishes to issue and sell the Agent Placement Securities to Mitsubishi as principal, it will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until notify Mitsubishi of the Company delivers a Placement Notice to the Agent and the Agent does not decline proposed terms of such Placement Notice pursuant to in the terms set forth above, and then only upon the terms specified therein and hereinPlacement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any one of the three individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion, or (vf) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply ) or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include parties of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in on any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall shall, at a minimum minimum, include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made and the discount, commission or other compensation to be paid by the Fund to ▇▇▇▇▇ (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇ set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Agent ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or ▇▇▇▇▇ suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to ▇▇▇▇▇ with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32, unless superseded by the terms and conditions as set forth in the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent ▇▇▇▇▇ and the Agent ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time On each Trading Day that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice or by telephone notice followed by email confirmation (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation and sold on the number of Shares that may be sold in any one such day and the any minimum price below which sales may shall not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), as amended in writing by the Company from time to time, and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to timetime by the Agent. The Each Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, reason in its sole discretiondiscretion (which notice shall be effective upon transmission), (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 31 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company and, by notice to the Agent given by telephone (confirmed promptly by email), the Company shall cancel any previously delivered Placement Notice, and the Agent shall not be obligated to offer or sell any Placement Shares (a) at any such time as the Company’s directors and officers would not then be permitted to buy or sell securities of the Company in the open market under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (b) at such time when the Company is in possession of material nonpublic information, or (c) at any time from and including the date that is five (5) Business Days before the end of each fiscal quarter through and including the time that the Company files (each, a “Filing Time”) (1) in the case of the Company’s first three fiscal quarters, a Quarterly Report on Form 10-Q that includes the Company’s consolidated financial statements for that fiscal quarter or (2) in the case of the Company’s last fiscal quarter, an Annual Report on Form 10-K that includes the Company’s consolidated financial statements for the prior fiscal year, provided, that, in the event the Company has not issued a press release containing, or otherwise publicly announced, its earnings, revenues or other results of operations for that fiscal quarter at least 24 hours prior to the applicable Filing Time, the restricted period in this clause (c) shall continue through and including the time that is 24 hours after the applicable Filing Time. In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will controlcontrol (unless such Placement Notice is declined, suspended or otherwise terminated in accordance with the terms of this Agreement).

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Virtu by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Placement Securities that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Virtu set forth on Schedule 23, as such Schedule 2 schedule may be amended from time to time. The If Virtu wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Company set forth on Schedule 3. Each Placement Notice shall be effective upon receipt by the Agent Company of Virtu’s acceptance of the terms of the Placement Notice unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have Securities thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Virtu in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 32. The amount of any discount, commission or other compensation to be paid by the Company to Virtu, when Virtu 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 the Agent Virtu will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent Virtu and the Agent does not decline Virtu accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified 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, the terms of the Placement Notice will control.

Placements. (a) Each time that the Company wishes to issue and sell Shares hereunder in an Agency Transaction (each, a “Placement”), it will notify the Agent BTIG by email notice (or other method mutually agreed to in writing by the partiesParties) containing of the parameters in accordance with which it desires the amount of Shares requested to be sold, which shall at a minimum include sold or the number of Shares (which may be expressed as a percentage of volume) gross proceeds to be issued (the “Placement Shares”)raised in a given time period, the time period during which sales are requested to be made, any limitation on the number amount of Shares that may be sold in any one day and the single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from the Agent individual representatives of BTIG set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Provided the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Agent unless and until (i) BTIG, in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which, if such decline is received within two (2) Trading Days (as defined below) of the date of the Placement Notice, shall not be deemed a breach of BTIG’s agreement herein), (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or sales thereunder, (iv) BTIG, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (vvi) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent BTIG in connection with the sale of the Placement Shares effected through BTIG, as agent, in an Agency Transaction shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent BTIG will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent BTIG and the Agent BTIG does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares shares of Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule Exhibit 1. The A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail)v) the Agent declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In Notwithstanding anything to the event of a conflict between contrary contained herein, no Placement Notice shall be delivered by the terms of this Agreement Company at any such time as the Company’s directors and officers would not be permitted to buy or sell shares in the terms of a Placement Notice, the terms open market because of the Placement Notice will controlexistence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy).

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent by email written notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent BofA by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent BofA set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by the Agent BofA unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent BofA declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent BofA in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent BofA will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent BofA and the Agent BofA does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Agent, in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.in

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares, either under this Agreement or pursuant to a Placement Shares Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (v) ▇▇▇▇ declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion and gives notice thereof within one Trading Day (as subsequently confirmed by e-mail)defined below) after its decision to discontinue making sales under such existing Placement Notice, or (vvi) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇ will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇ and the Agent ▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Ordinary Shares to be sold, which shall at a minimum include the number of Ordinary Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Ordinary Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares that have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Shares, either under this Agreement or pursuant to a Placement Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail)v) CF&Co declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number or amount of Shares (which may be expressed as a percentage of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or amount of shares of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two Trading Days (as defined in Section 3) of the date the Sales Agent receives the Placement Notice, (ii) the entire amount of the Placement Shares have has been soldsold pursuant to this Agreement, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. With respect to any offer to sell Shares pursuant to this Agreement, the Company agrees that any offer to sell, any solicitation of an offer to buy Shares and any sales of Shares shall be effected only by or through the Agent designated by the Company (the “Designated Agent”) in the Placement Notice (as defined below), and only a single Agent, on any single given date, and in no event shall the Company request that more than one Agent sell the Shares on the same day. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing of the parameters in accordance with which it desires the amount of Shares requested to be sold, which shall at a minimum include sold or the number of Shares (which may be expressed as a percentage of volume) gross proceeds to be issued (the “Placement Shares”)raised in a given time period, the time period during which sales are requested to be made, any limitation on the number amount of Shares that may be sold in any one day and the single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from individual representatives of the Agent Agents set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Provided the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Designated Agent, in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which shall not be deemed a breach of the Agents’ agreement herein), (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or sales thereunder, which suspension or termination rights may be exercised by the Company in its sole discretion, (iv) the Designated Agent, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (vvi) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares effected through the Designated Agent, as agent, shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Designated Agent, and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Placement Securities that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 23, as such Schedule 2 schedule may be amended from time to time. The If the Designated Agent wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Company set forth on Schedule 3. Each Placement Notice shall be effective upon receipt by the Agent Company of the Designated Agent’s acceptance of the terms of the Placement Notice unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have Securities thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 32. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent, when the Designated Agent 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 the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified 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, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3 below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated 3.0% of the gross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in accordance writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the terms set forth number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The NYSE American (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above▇▇▇▇▇▇▇ ▇▇▇▇▇, receipt of which is promptly confirmed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes and determines in its sole discretion to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales of Placement Shares may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from authorized to act on behalf of the Company, which individuals have been identified by the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from identified by the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended updated by either party from time to timetime by sending a written notice containing a revised Schedule 3 to the other party in the manner provided in Section 13. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount all of the Placement Shares authorized to be sold under such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason in its sole discretion, or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any be signed by at least two of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals individual from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The individuals signing the Placement Notice may utilize any of the methods contemplated by Section 19 for signatures (e.g., facsimile, DocuSign or other electronic means). The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two (2) Trading Days of its receipt of such Placement Notice, so notify the Company in writing, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in the Company’s sole discretion, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number or dollar value of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Placement Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of shares of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by the Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a EAST\42430474.3 #90596650v4 Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which it may do for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, which it may do for any reason, in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent [—] by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from the Company and be sent by any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent [—] set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Agent [—] unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent [—] declines to accept the terms contained therein for any reason, in its sole discretion, and [—] provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent [—] in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 33 attached hereto. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to [—] in writing. It is expressly acknowledged and agreed that neither the Company nor the Agent [—] will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above[—], receipt of which is promptly confirmed by [—], and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Ordinary Shares to be sold, which shall at a minimum include the number of Ordinary Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime in writing (including by e-mail). The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Ordinary Shares to be sold, which shall at a minimum include the number of Ordinary Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Ordinary Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3 below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from the Company and be sent by any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated 2.5% of the gross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in accordance writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the terms set forth number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above▇▇▇▇▇▇▇ ▇▇▇▇▇, receipt of which is promptly confirmed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The If the Sales Agent wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares have been soldor, (iii) in accordance following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Company suspends or terminates the Sales Agent shall confirm such Placement Notice, by email notice (ivor other method mutually agreed to in writing by the parties) addressed to the Company issues a subsequent person from whom such Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 11was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither Exhibit C. If the Company nor wishes to issue and sell the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice Securities to the Sales Agent and as principal, it will notify the Sales Agent does not decline of the proposed terms of such Placement Notice pursuant to in the terms set forth above, and then only upon the terms specified therein and hereinPlacement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it the Fund desires the Shares to be sold, which shall shall, at a minimum minimum, include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, the amount of compensation to be paid by the Fund to ▇▇▇▇▇ any limitation on the number of Placement Shares that may be sold in any one day and the day, any minimum price below which sales may not be made (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, ▇▇▇▇▇, within one (1) business day of its receipt of the Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or ▇▇▇▇▇ suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or compensation (other compensation than Reimbursable Amounts (as defined in Section 8(e)) to be paid by the Company Fund to the Agent ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated as agreed to in accordance with the terms writing as set forth in Schedule 3the applicable Placement Notice, but in any event, shall not exceed two percent (2.00%) of gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Agent ▇▇▇▇▇ and the Agent ▇▇▇▇▇ does not decline decline, within the time period specified in Section 2 above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. 3.1 Each time that the Company Corporation wishes to issue and sell Common Shares hereunder (each, a “"Placement”"), it will notify the applicable Agent or Agents by email e-mail notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice"), containing the parameters in accordance with within which it desires to sell the Shares to be soldCommon Shares, which shall at a minimum include the number of Common Shares (which may be expressed as a percentage of volume) to be issued sold pursuant to this Agreement (the “"Placement Shares”"), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day, whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, and the any minimum price below which sales may not be made and the amount of the Placement Fee (a “Placement Notice”as defined below), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals (each, an "Authorized Representative") from the Company Corporation set forth on Schedule 2 1 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule)hereto, and shall be addressed to each of the respective individuals from the applicable Agent or Agents set forth on Schedule 21 attached hereto, as such Schedule 2 1 may be amended from time to timetime by written notice to each of the parties hereto. The Placement Notice shall be effective upon receipt by delivery to each of the respective individuals from the applicable Agent or Agents unless and until until: (i) in accordance with the notice requirements set forth in Section 4, the applicable Agent or Agents declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 5.1; (ii) the entire amount of the Placement Shares have been sold, ; (iii) the Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Article V or Article XIV, the Company suspends or terminates the Placement Notice, as applicable; (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), Notice; or (v) this Agreement has been terminated under the provisions of Section 11Article XIV. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to any other Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Article V. 3.2 The amount of any discount, commission or other compensation to be paid by the Company Corporation to each Agent with respect to each Placement for which such Agent acted as sales Agent under this Agreement shall be up to or equal to three percent (3.0%) of the Agent gross proceeds from such Placement (the "Placement Fee"), which amount shall be paid in connection with the same currency as the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. it pertains to. 3.3 It is expressly acknowledged and agreed that neither the Company Corporation nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Corporation delivers a valid Placement Notice to the Agent and the Agent does not decline such applicable Agent, which Placement Notice pursuant to has not been declined, suspended or otherwise terminated in accordance with the terms set forth aboveof this Agreement, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Agents will be under no obligation to purchase Placement Shares on a principal basis. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlprevail. 3.4 Under no circumstances shall the Corporation deliver a Placement Notice if after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales price of the Placement Shares sold pursuant to this Agreement would exceed US$35,000,000.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “"Placement”"), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “"Placement Shares”"), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify some or all of the Agent several Placement Agents by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it the Company desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1Exhibit A; provided that under no circumstances shall the Company cause or request the offer or sale of any shares at a price (net of the Placement Agent’s discount, commission, or compensation for such sales payable by the Company pursuant to this Section 3) lower than the Company’s then current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company has received the requisite approval from the Company’s board of directors or a duly authorized committee thereof, and provides written notice thereof to the Placement Agent contemporaneously with the Placement Notice. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. If the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to propose modified terms, the Placement Agent will, prior to 4:30 p.m. (eastern time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Placement Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties), addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B, setting forth the terms that the Placement Agent is willing to accept. Where the terms provided in the Placement Notice are proposed to be modified as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Placement Agent until the Company delivers to the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as proposed to be modified (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s acceptance of the terms of the Placement Notice or, if modified as by the Placement Agent as provided for above, upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities have been sold, (iiiii) in accordance with the notice Placement Notice requirements set forth in Section 4the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (viv) this the Agreement has been terminated under the provisions of Section 118 or Section 12, or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 5 below. The amount of any discount, commission commission, or other compensation to be paid by the Company to the each Applicable Placement Agent (defined below) in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent Placement Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Placement Agent and either: (i) the Placement Agent does not decline accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are proposed to be modified, the Company accepts such modified terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as modified by the corresponding Acceptance, if applicable) and hereinherein (and after such acceptance by either the Placement Agent or the Company, any Placement Agent bound to such terms is referred to as an “Applicable Placement Agent”). In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as modified by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as modified by the corresponding Acceptance, if applicable) will control.. The term “

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (each such notice, a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the maximum number of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through such Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 3(c) during the Commitment Period on which (i) the conditions set forth in Section 10 have been satisfied and (ii) with respect to any Forward, no event described in clause (i) or clause (ii) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to may issue (in the case of an Issuance) and sell or cause to be sold Shares hereunder (each, a “Placement”), it will notify by notice to an Agent (in the Agent case of an Issuance) or a Forward Seller and the applicable Forward Purchaser (in the case of a Forward), in each case by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the maximum number of Shares (which may be expressed as a percentage of volume) to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), exhibit) and shall be addressed to each of the individuals from the applicable Agent or the applicable Forward Seller and the applicable Forward Purchaser set forth on Schedule 2Exhibit B attached hereto, as such Schedule 2 Exhibit B may be amended from time to time. In the case of a Forward, along with the Placement Notice, the Company shall deliver a duly executed Master Forward Confirmation, with terms corresponding to such Placement. (b) If an Agent or a Forward Seller and a Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice and, in the case of a Forward, the Master Forward Confirmation (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, such Agent or such Forward Seller and Forward Purchaser, as applicable, 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 such Agent or such Forward Seller and Forward Purchaser, as applicable (and, in the case of any Placement Notice delivered to such Agent or such Forward Seller and Forward Purchaser prior to 8:00 a.m. (New York City time) on a Trading Day, such Agent or such Forward Seller and Forward Purchaser, as applicable, will use their 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 the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B attached hereto setting forth the terms that such Agent or such Forward Seller and Forward Purchaser, as applicable, are 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 an Agent or a Forward Seller and Forward Purchaser, as applicable, until the Company confirms its acceptance of all of the terms of such Placement Notice, as amended (the “Acceptance”), by (i) email addressed to the individuals from such Agent or such Forward Seller and Forward Purchaser, as applicable, 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 the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B attached hereto (or other method mutually agreed to in writing by the parties hereto), along with, in the case of a Forward, a duly executed amended Master Forward Confirmation with terms corresponding to such amended Placement. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of an Agent’s or a Forward Seller’s and Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by an Agent or a Forward Seller and Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 43(a), the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice or intraday by oral agreement Notice, (as subsequently confirmed by e-mail), or (viv) this Agreement has been terminated under the provisions of Section 1110(l) or Section 13 or (v) any party hereto shall have suspended the sale of the Placement Shares in accordance with Section 5. The amount of any discount, commission or other compensation to be paid by the Company to an Agent, when such Agent is acting as agent, in connection with the sale of the Issuance Shares shall be calculated in accordance with the terms set forth on Exhibit C attached hereto. The amount of any discount, commission or other compensation to be paid by the Company to an Agent, when such Agent is acting as principal, in connection with the sale of the Placement Shares shall be calculated as separately agreed in accordance with writing among the terms set forth in Schedule 3relevant parties hereto at the time of any such sales. It With respect to an Issuance, it is expressly acknowledged and agreed that neither the Company nor the any Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the an Agent and either (i) such Agent accepts the Agent does not decline terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended by such Agent, 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 therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. With respect to a Forward, it is expressly acknowledged and agreed that the Company, the applicable Forward Seller and the applicable Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until (i) the Company delivers a Placement Notice to such Forward Seller and Forward Purchaser and either (x) such Forward Seller and Forward Purchaser accept the terms of such Placement Notice or (y) where the terms of such Placement Notice are amended by such Forward Seller or Forward Purchaser, 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), this Agreement and the applicable Master Forward Confirmation, and (ii) the Forward Purchaser executes and delivers to the Company the applicable Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than during the Commitment Period. No Placement Notice may be delivered hereunder if any Selling Period specified therein would overlap in whole or in part with (x) any Unwind Period under any Confirmation (as defined in such Confirmation) entered into between the Company and any Forward Purchaser or (y) any “unwind period” under any confirmation entered into between the Company and any “forward purchaser” pursuant to the Equity Distribution Agreement dated April 28, 2020, to which the Company is party, and no Placement Notice specifying that it relates to a “Forward” may be delivered if such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a Forward hereunder, would result in the aggregate Capped Number under all Confirmations entered into or to be entered into between the Company and the Forward Purchasers exceeding (x) 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement or (y) the number of authorized shares of Common Stock not reserved for other purposes.

Placements. (a) Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 12. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the such Agent set forth on Schedule 23, as such Schedule 2 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the such Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 34. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. (b) The Company agrees that an offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through any one Agent on any single given day, and the Company shall in no event request that any other Agent sell the Placement Shares on the same day.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)or any maximum price above which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent MLV unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares (other than Shares sold pursuant to a Terms Agreement) shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares, either under this Agreement or pursuant to a Placement Shares have Notice, has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Notice, (v) ▇▇▇▇ declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion and gives notice thereof within one Trading Day (as subsequently confirmed by e-mail)defined below) after its decision to discontinue making sales under such existing Placement Notice, or (vvi) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇ will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇ and the Agent ▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares that may be issued and sold through ▇▇ ▇▇▇▇▇ pursuant to this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, amends, supersedes or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent ▇▇▇▇▇-▇▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with proposed terms of such Placement, which it desires shall include at a minimum the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be mademade (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “"Placement Notice”"), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇-▇▇▇▇▇▇ set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇▇▇▇-▇▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇▇-▇▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇-▇▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇-▇▇▇▇▇▇ and the Agent ▇▇▇▇▇-▇▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which it may do for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, which it may do for any reason, in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other similar references) copies of any document shall be deemed satisfied if the same is filed with the Commission through ▇▇▇▇▇.

Placements. Each time (the “Placement Time”) that the Company Issuer wishes to issue and sell Shares Securities hereunder (each, a “Placement”), it will notify furnish the Agent Underwriters by email notice electronic mail (or such other method mutually agreed to in writing by the partiesParties) with a notice in the form of Schedule 1 (a “Placement Notice”) containing the number of Securities (the “Placement Securities”) to be issued and sold and the other parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from Penn West, on behalf of the Company Issuer, set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company Penn West listed on such schedule), in Schedule 2) and shall be addressed to each of the individuals from the Agent Underwriters set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by SGAS, on behalf of the Agent Underwriters, unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent SGAS or FCC declines to accept the terms contained therein for any reason, in its sole discretion, and the terms and provisions of this Agreement; (ii) the entire amount of the Placement Shares Securities have been sold, ; (iii) in accordance with the notice requirements set forth in Section 4, the Company Issuer or an Underwriter suspends or terminates the Placement Notice, ; (iv) the Company Issuer issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail), Notice; or (v) this Agreement has been terminated under the provisions of Section 11. The amount Upon receipt of any discounta Placement Notice, commission SGAS, on behalf of the Underwriters, shall acknowledge receipt by returned electronic mail (or such other compensation method mutually agreed to in writing by the Parties). FCC shall be paid by compensation equal to 3.00 percent of the Company gross proceeds from the sales made pursuant to the Agent in connection with terms of this Agreement on the sale Toronto Stock Exchange (“TSX”) and SGAS shall be paid compensation equal to 2.50 percent of the Placement Shares shall be calculated in accordance with gross proceeds from the sales made pursuant to the terms set forth of this Agreement in Schedule 3the United States including on the New York Stock Exchange (“NYSE”) (the “Underwriter’s Fee”). It is expressly acknowledged and agreed that neither the Company Issuer nor the Agent Underwriters will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Issuer delivers and SGAS receives a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Agent hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the maximum number or dollar amount of Shares (which may be expressed as a percentage shares of volume) Common Stock to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from at the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from at the Company listed on such scheduleSchedule 2), and shall be addressed to each of the individuals from at the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) in accordance with the notice requirements set forth in Section 4, the Agent suspends sales under the Placement Notice for any reason in its sole discretion, (iii) the entire amount of the Placement Shares have has been sold, (iiiiv) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (vvi) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares through the Agent shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matter covered thereby.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include parties of the number of Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in on any one day Trading Day (as defined below) and the any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Common Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Shares to be sold, which shall at a minimum include the number of Common Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Common Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 12. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Cowen set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)for any reason, in its sole discretion or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 34. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent both Agents by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), and the any minimum price below which sales may not be made (a “made. A form of Placement Notice”), a form of which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule Exhibit 1. The A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from each of the Agent Agents set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent both Agents unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines both Agents decline to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice Notice, (v) both Agents decline or intraday by oral agreement (as subsequently confirmed by e-mail)continue to make sales under an existing Placement Notice, for any reason, in their respective, sole discretion, or (vvi) this the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the either Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the both Agents and neither Agent and the Agent does not decline declines such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In Notwithstanding anything to the event of a conflict between contrary contained herein, no Placement Notice shall be delivered by the terms of this Agreement Company at any such time as the Company’s directors and officers would not be permitted to buy or sell shares in the terms of a Placement Notice, the terms open market because of the Placement Notice will controlexistence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy).

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares (which may be expressed as a percentage of volume) Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and the any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless and until (i) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this the Agreement has been terminated under the provisions of Section 1113 or (vi) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares (which may be expressed as a percentage of volume) to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and the any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇▇ ▇▇▇▇▇ set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by the Agent ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement (as subsequently confirmed by e-mail)Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.