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 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 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx and the Agent Xxxxx-Xxxxxx 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 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 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 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 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 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent HCW by email notice from a person identified on Schedule 2 (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 or dollar value 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 HCW set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by HCW by providing email notice to the Company to a person designated on Schedule 2. The Placement Notice shall be effective upon receipt by the Agent HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares included in the Placement Notice have been soldsold thereunder, (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 Agent HCW 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 HCW 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 HCW and the Agent HCW 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 Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Rxxxxxx Jxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx 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 aboveRxxxxxx Jxxxx, receipt of which is promptly confirmed by Rxxxxxx Jxxxx, 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 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 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 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 (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. 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 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 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 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 the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co 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 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”)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 2A (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2B), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 22C, as such Schedule 2 2C 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 1112. 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 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 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 Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx 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 Xxxxx (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 Xxxxx 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 Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, Xxxxx, 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 Xxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx and the Agent Xxxxx 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 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. 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 any 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 such 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 Cowen set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime in writing to the applicable party. 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 permitted 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 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 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 (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. 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 Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx and the Agent Xxxxx 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 Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx 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 Xxxxx (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 Xxxxx 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 Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Agent Xxxxx 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 Xxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx and the Agent Xxxxx 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 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 wishes to issue and sell 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 such 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 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 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 Agent Cowen 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 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 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 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 Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Rxxxxxx Jxxxx 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 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 per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as 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 Rxxxxxx Jxxxx set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. If Rxxxxxx Jxxxx wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties hereto) addressed to all of the individuals from the Company and Rxxxxxx Jxxxx set forth on Exhibit B) setting forth the terms that Rxxxxxx Jxxxx is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Rxxxxxx Jxxxx until the Company delivers to Rxxxxxx Jxxxx an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx’ acceptance of the terms of the Placement Notice or upon receipt by Rxxxxxx Jxxxx 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 4this 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 1112 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Rxxxxxx Jxxxx, when Rxxxxxx Jxxxx is acting as agent, in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to Rxxxxxx Jxxxx and the other terms and conditions, when Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx 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 Rxxxxxx Jxxxx and either (i) Rxxxxxx Jxxxx accepts the Agent and 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. 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.

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 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 Fund wishes to issue and sell Shares hereunder (each, a “Placement”"PLACEMENT"), it will notify the Agent Xxxxx 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”"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 Xxxxx,(excluding the Reimbursable Amounts (as defined in Section 7(e) herein) (a “Placement Notice”"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 Xxxxx 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 Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Agent Xxxxx 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 Xxxxx 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 Xxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32, unless superceded 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 Xxxxx 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 Xxxxx and the Agent Xxxxx does not decline decline, within the time period specified in Section 4, 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. 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. The amount of 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 discountother Agent, commission or other compensation to be paid by unless the Company to Corporation has terminated the Agent in connection with the sale of the prior Placement Shares shall be calculated Notice in accordance with the terms notice requirements 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.Article V.

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. The Placement Notice shall be effective upon receipt by In the Agent unless and until (i) in accordance case of a Forward, along 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 shall deliver a subsequent Placement Notice duly executed Master Forward Confirmation, 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 terms corresponding 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 controlPlacement.

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 wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent HCW 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 such 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 HCW set forth on Schedule 22 attached hereto, as such Schedule 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by the Agent HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent HCW 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 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent HCW 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 HCW 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 HCW and the Agent HCW 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, by any means provided for under Section 13, 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 in its sole discretion, (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 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 Xxxxx 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 notice containing such minimum sales parameters necessary is attached hereto as Schedule 1Exhibit A. A Placement Notice shall not set forth a number of Placement Securities that, when added to the aggregate number of Securities previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder and any Alternative Equity Distribution Agreement results in an aggregate gross sale price of Securities that exceeds the Maximum Amount. 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 set forth on Schedule 2, as such Schedule 2 may be amended from time to timeXxxxx. The Placement Notice shall be effective upon receipt by the Agent Xxxxx, unless and until (i) in accordance with by notice from Xxxxx to each of the notice requirements individuals from the Company set forth in Section 4, the Agent on Exhibit B (as such Exhibit may be amended from time to time) that Xxxxx declines to accept the terms parameters contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have Securities has been sold, (iii) in accordance with the notice requirements set forth in Section 4the third sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iv) in accordance with the notice requirements set forth in the third sentence of this paragraph, 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 hereof 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 Xxxxx 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 Xxxxx 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 Xxxxx and the Agent Xxxxx 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 The Company agrees that any offer to sell or any sales of a conflict between the terms of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of Xxxxx or an Alternative Agent on any single given day, and the terms of a Placement NoticeCompany shall in no event request that Xxxxx and an Alternative Agent sell Securities on the same day; provided, however, that the terms of the Placement Notice will controlforegoing limitation shall only apply with respect to an agency transaction and shall not apply to any principal transaction effected at any time by any Agent.

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 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), 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 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, in its sole discretion, (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 at any such time as (i) the Company’s directors and officers would not be permitted to buy or sell securities of the Company in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s xxxxxxx xxxxxxx policy), or (ii) during any period in which the Company is in possession of material non-public information. 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 control.

Placements. Each Subject to satisfaction of the conditions set forth in Section 9 herein, each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent Liquidnet 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 amount 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 Liquidnet 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 Liquidnet unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Agent Liquidnet promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares have or the Shares has 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 Liquidnet 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 Liquidnet 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 Liquidnet and the Agent Liquidnet does not promptly 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. The Company shall not deliver a Placement Notice to Liquidnet until the conditions set forth in Section 9 have been satisfied.

Placements. Each time that the Company Fund wishes to issue and sell Shares hereunder (each, a “Placement”"PLACEMENT"), it will notify the Agent Jones by email notice e-mail nxxxxx (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”"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 Jones,(excluding xxx Xeimbursable Amounts (as defined in Section 7(e) herein) (a “Placement Notice”"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 Jones set forth on Schedule 2ox Xxxedule 3, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent Jones unless and until xxxxx (i) in accordance with the notice requirements requirement set forth in Section 4, the Agent Jones declines to accept xxxxpt 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 Jones suspends or terminates xxxxinates 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 Jones in connection with connectixx xxth the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32, unless superceded 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 Jones will have any obligation axx xxligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to Jones and Jones dxxx xot dexxxxx, within the Agent and the Agent does not decline time period specified in Section 4, 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 hereunder (each, a “Placement”), it will notify the Agent Joint Book-Running Managers 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 shares to be sold, which shall shall, at a minimum 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 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 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 Joint Book-Running Managers 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 Joint Book-Running Managers unless and until (i) in accordance with the notice requirements requirement set forth in Section 44 of this Agreement, the Agent declines Joint Book-Running Managers decline to accept the terms contained therein for any reason, in its sole discretiontherein, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 44 of this Agreement, 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 Underwriters 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 Underwriters 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 Joint Book-Running Managers and the Agent does Joint Book-Running Managers do not decline decline, within the time period specified in Section 4, 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. (a) Each time that the Company wishes to issue and sell Shares the Securities hereunder (eacheach issuance and sale, a “Placement”), it will notify any Sales Agent of its choice (i.e., the Agent applicable 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 Securities to be sold, which shall at a minimum include the maximum number of Shares (which may be expressed as a percentage of volume) Securities to be issued and 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 Trading Day (as defined in Section 3) and the any minimum price per share 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 applicable Sales Agent set forth on Schedule 2, as such Schedule 2 schedule may be amended from time to time. The If such proposed terms are acceptable to the applicable Sales Agents, such Agent shall confirm by electronic mail and upon such confirmation by such Sales Agent, 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 44 hereof, 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 Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 44 hereof, 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 1111 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the applicable 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 the Company nor the Agent Sales 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 a Sales Agent and the such 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 NoticeNotice that a Sales Agent has not declined, the terms of the Placement Notice will control, but only with respect to the Placement to which such Placement Notice relates.

Placements. 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 (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 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 Lead Agent (with respect to the individuals from the 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 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 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 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 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 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 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 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 Chardan, as agent, hereunder (each, a “Placement”), it will notify the Agent Chardan 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 Agent Chardan 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 Chardan unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Chardan declines to accept the terms NY 245497366v7 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 Chardan in connection with the sale of the Placement Shares through Chardan, 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 Agent Chardan 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 Chardan and the Agent Chardan 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 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), 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 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, in its sole discretion, (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 at any such time as the Company’s directors and officers would not be permitted to buy or sell securities of the Company in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s xxxxxxx xxxxxxx policy). 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 control.

Placements. Each time that the Company wishes to issue and sell Shares the Common Stock through the Sales Agents, 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 Agent Sales 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 Sales Agents unless and until (i) in accordance with the notice requirements set forth in Section 4, the a 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 Agent Sales Agents in connection with the sale of the Placement Shares through the Sales Agents, 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 Agent Sales 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 Sales Agent and the such 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 Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx 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 Xxxxx, excluding the Reimbursable Amounts (as defined in Section 7(e) herein) (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 Xxxxx 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 Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, Xxxxx, 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 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 Xxxxx 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 Xxxxx 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 Xxxxx and the Agent Xxxxx 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 wishes to issue and sell all or a portion of the Shares hereunder (each, a “Placement”), it will notify Liquidnet by e-mail notice in the Agent by email notice form attached hereto as Schedule 1 (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 individual representatives of the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from individual representatives of the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent individual representatives of Liquidnet 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 Liquidnet unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Liquidnet 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 pursuant to the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Liquidnet 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 Liquidnet will have any obligation whatsoever with respect to a Placement or of any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Liquidnet and the Agent Liquidnet 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 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 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)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 Xxxxx and the Agent Xxxxx 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 Manager by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the 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”)and sold, 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 Sales Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Sales 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 set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Sales 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 on the Sales Notice have been sold, (iiiii) in accordance with the notice Sales Notice delivery requirements set forth in Section 4the second sentence of this paragraph, the Company suspends or terminates the Placement Sales Notice, (iviii) the Company issues a subsequent Placement Sales Notice with parameters superseding those on the earlier dated Placement Notice or intraday by oral agreement Sales Notice, (as subsequently confirmed by e-mail), or (viv) this the Agreement has been terminated under the provisions of Section 118 or Section 11 or (v) either party shall have suspended the sale of the 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 Manager 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 Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Sales 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 hereinManager. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Sales Notice, the terms of the Placement Sales Notice will control.. The term “

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, 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cxxxx-Xxxxxx 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 Cxxxx-Xxxxxx 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 Cxxxx-Xxxxxx 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 Cxxxx-Xxxxxx 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 Cxxxx-Xxxxxx 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 Cxxxx-Xxxxxx and the Agent Cxxxx-Xxxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 aboveXxxxxxx Xxxxx, receipt of which is promptly confirmed by Xxxxxxx Xxxxx, 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 Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx, unless and until (i) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Agent Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx and the Agent Xxxxxxx Xxxxx 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 Shares the Securities hereunder (each, a “Placement”), it will notify the one Sales Agent by email notice (or other method mutually agreed to in writing by the partiesCompany and such Sales Agent) containing the parameters in accordance with which it desires the 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 per share below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1Exhibit A. The applicable Sales Agent then in receipt of a Placement Notice is herein referred to as the “Current Sales Agent”. There may be only one Current Sales Agent per day. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B 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 Current Sales Agent set forth on Schedule 2Exhibit B attached hereto, as such Schedule 2 Exhibit B attached hereto may be amended from time to time. If the Current Sales Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Current Sales Agent 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 Current Sales Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Current Sales Agent set forth on Exhibit B attached hereto) setting forth the terms that the Current Sales Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Current Sales Agent until the Company delivers to the Current Sales Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Current Sales Agent set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Current Sales Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Current Sales Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in 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 4this 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 1112 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Current Sales Agent, when the Current Sales Agent is acting as agent, in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 3Exhibit C attached hereto. The amount of any commission, discount or other compensation to be paid by the Company to the Current Sales Agent and the other terms and conditions, when the Current Sales Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed between the Company and the Current Sales Agent hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Current Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Current Sales Agent and either (i) the Current Sales 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. 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.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx 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 Xxxxx-Xxxxxx and the Agent Xxxxx-Xxxxxx 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 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 such 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 “provided that the minimum sales price shall be chosen by the Company, such that sales of Placement Notice”Shares cannot result in Net Proceeds (as defined below) payable to the Company being less than the nominal value of such Placement Shares), 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 promptly 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 its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters explicitly superseding those on 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 Cowen and the Agent Cowen does not promptly 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 Trading Agent (as defined in Section 19 below), on behalf of Wx Xxxxx and MLV, 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”)) to be 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 or in any one transaction 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 Agents 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 4Trading Agent, the Agent on behalf of Wx Xxxxx and MLV, declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange (as defined below) or any occurrence or event that causes a material adverse change in the operation of the Company, (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, 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 Agents 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 either 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 Trading Agent and the Trading 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx in connection with the sale of the Placement Shares shall be calculated 2.0% 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 aboveXxxxxxx Xxxxx, receipt of which is promptly confirmed by Xxxxxxx Xxxxx, 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. The amount of 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 discountother Agent, commission or other compensation to be paid by unless the Company to Corporation has terminated the Agent in connection with the sale of the prior Placement Shares shall be calculated Notice in accordance with the terms notice requirements 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.Article V.

Placements. Each time that the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the applicable Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the 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 (provided that the minimum sales price must always be such that sales of Placement Securities cannot result in Net Proceeds (as defined below) being less than the aggregate nominal value of such Placement Securities) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as 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 Designated Agent set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time; provided, however, that any offer to sell Securities, any solicitation of an offer to buy Securities, and any sales of Securities shall only be effected by or through a single Agent on any single given day, and the Company shall in no event request that more than one Agent offer or sell Placement Securities pursuant to this Agreement on the same day. If the Designated Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Designated Agent 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 Designated Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Designated Agent set forth on Exhibit B, setting forth the terms that the Designated Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Designated Agent until the Company delivers to the Designated Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Designated Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in 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 4this 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 1113 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement 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 an applicable 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 such 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, 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. 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.

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) requested to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, and 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 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 33 attached hereto. 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 JMP 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 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 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”)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 C (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 JMP set forth on Schedule 2Exhibit C, as such Schedule 2 Exhibit C may be amended from time to timetime by notice given in accordance with Section 12 hereto. The Placement Notice shall be effective upon receipt by the Agent JMP unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Agent JMP 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 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent JMP in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. Exhibit B. It is expressly acknowledged and agreed that neither the Company nor the Agent JMP 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 JMP and the Agent JMP 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”"PLACEMENT"), it will notify the Agent Jones by email e-mail notice (or xx 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”"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 Jones,(excluding the Rxxxxxrsable Amounts (as defined in Section 7(e) herein) (a “Placement Notice”"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 Jones set forth on Schedule 2Schxxxxx 3, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent Jones unless and until (ix) in accordance with the notice requirements requirement set forth in Section 4, the Agent Jones declines to accept the accexx xxe 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 Jones in connection with the wixx xxe sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32, unless superceded 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 Jones will have any obligation obxxxxxion whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to Jones and Jones does nxx xxcline, xxxhin the Agent and the Agent does not decline time period specified in Section 4, 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 discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company, in accordance with the notice requirements set forth in Section 4its sole discretion, 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 Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 aboveXxxxxxx Xxxxx, receipt of which is promptly confirmed by Xxxxxxx Xxxxx, 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 MLV by email notice (or other method mutually agreed to in writing by the parties) containing Parties), a form of which notice is attached hereto as Schedule 1 (a “Placement Notice”), of the parameters in accordance with which it desires the Shares to be soldproposed terms for such Placement, 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 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 1made. 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 MLV 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 MLV 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, 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 MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 32 (the “Compensation”). 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 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 Exhibit 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 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 of the parameters in accordance with which it desires the number or dollar amount 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 or dollar amount 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 authorized 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 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 Agent 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, which shall be communicated by the Designated Agent to the Company within two (2) Trading Days (defined in Section 3) from the date the Designated Agent receives 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 sales under or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with and 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-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 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 any 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. 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, 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 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 each 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 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 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) 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 will also provide confirmation that the Company will issue a “cleansing notice” in accordance with sections 708A(5), (6) and (7) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) (“Corporations Act”) at the time of issue of the Placement Shares. 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 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 Designated 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, 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 Designated 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 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 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 Placement Shares hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) 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 or dollar value of Placement Shares 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. 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 Designated Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by the Designated Agent by providing email notice to the Company to a person designated on Schedule 2. 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 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 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 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. 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 equal 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 the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent XX Xxxxx 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 XX Xxxxx 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 XX Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent XX Xxxxx 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 XX Xxxxx 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 XX Xxxxx 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 XX Xxxxx and the Agent XX Xxxxx 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 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 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 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, within two (2) Business Days (as defined in Section 12), (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 44 (Suspension of Sales), 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 1111 (Termination). 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 Fund wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify the Agent Jxxxx 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 proposed to be paid by the Fund to Jxxxx, 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 Jxxxx 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 Jxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, Jxxxx, 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 Jxxxx 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. 2 The amount of any discount, commission or other compensation to be paid by the Company Fund to the Agent Jxxxx 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%) of gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Agent Jxxxx 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 Jxxxx and the Agent Jxxxx 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 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 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 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 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 under the 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 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 US-DOCS\111349286.7 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 Common 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 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 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 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 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 an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesparties hereto) 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 receipt of each such Placement Notice shall promptly be acknowledged by the Designated Agent by email confirmation to the Company. 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 Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. 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 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, within three (3) business days from the time the Placement Notice was received, (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 Designated 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 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 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 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 Placement 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) 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 MLV 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 MLV declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company, (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 MLV 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 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 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 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 the Company wishes to issue and sell Shares the Securities hereunder (each, a “Placement”), it will notify the Agent KBCM 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 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 KBCM 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 KBCM unless and until (i1) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Agent KBCM declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares Securities have been sold, (iii3) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, 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 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 KBCM 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 KBCM 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 KBCM and the Agent KBCM 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 Partnership 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 Partnership set forth on Schedule 2 attached hereto 3 (with a copy to each of the other individuals from the Company Partnership 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 commercially reasonable reason) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. Each Placement Notice shall be effective upon receipt by the Agent Partnership of the Designated Agent’s acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Securities thereunder has been sold, (ii) the Partnership, 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, (iviii) the Company Partnership 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 Partnership 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. It is expressly acknowledged and agreed that neither the Company Partnership nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership 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. Upon acceptance of a Placement Notice, the Designated Agent agrees to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Securities. 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 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, by any means provided for under Section 13, 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 in its sole discretion, (iv) the Company issues delivers 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 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 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 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 for any reason, in its sole discretion, 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 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 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 such 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 necessary 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 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 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 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 have thereunder has been sold, (iii) the Company, in accordance with the notice requirements set forth in Section 4its sole discretion, 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.