Common use of Placements Clause in Contracts

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 to be 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 Trading Day (as defined in Section 3), any minimum price below which sales shall not be made and any maximum price above which sales shall not be made. A form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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 amended from time to time. 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 such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any Placement Notice, the terms of such 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 Placement 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 to be issuedissued and sold (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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1111 or (v) 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 Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent does not decline accepts in writing the terms of such Placement Notice pursuant to the terms set forth aboveNotice, and then only upon the terms specified therein in the Placement Notice 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. a. Each time that the Company wishes to issue and sell the Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the partiesparties hereto) (a “Placement Notice”) containing the parameters in accordance with which it desires of whether the Placement relates to Primary Shares to be soldor Forward Hedge Shares, which shall at a minimum include the number or dollar amount of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3)day, any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A other relevant specification (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company Company, the Agent nor the Agent Forward Purchaser 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

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 of the number of Placement Shares to be issuedsold, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the 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 (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. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issuedissued (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 Trading Day (as defined in Section 3), ) and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 set forth on Schedule 22C, as such Schedule 2C may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent 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 such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 a Sales Agent (the Agent “Designated 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 the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or amount of Placement Shares to be issuedsold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day (as defined in Section 3), Day”) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be immediately effective upon receipt by the Designated Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within a reasonable amount of time following receipt of the Placement Notice, (iib) the Designated Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder or under this Agreement have been sold, (iiid) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (ve) 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

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 partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) ), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Placement Shares Securities to be sold, which shall at a minimum include (a) the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and (as defined in Section 3), d) any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 ▇▇▇▇▇ Fargo set forth on Schedule 2, Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). Each If ▇▇▇▇▇ Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo until the Company delivers to ▇▇▇▇▇ Fargo 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 originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo’s acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo 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 to be sold pursuant to such Placement Notice have Securities has been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the Agent suspends or terminates such parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (ivwith a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 discountcommission, commission discount or other compensation to be paid by the Company to the Agent ▇▇▇▇▇ Fargo, when ▇▇▇▇▇ Fargo 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo and either (i) ▇▇▇▇▇ Fargo 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the partiesCompany and the Designated Agent) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number or dollar value of Placement Shares to be 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 Trading Day (as defined in Section 3), below) and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 414, 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 to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 414, the Company or the Agent suspends or terminates such the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by telephonic or email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Shares (“Placement Shares Shares”) to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. Schedule 1. Subsequent to any Placement Notice the Company originates via telephone, it will, within two Trading Days (as defined herein), send an email notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 CF&Co set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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 of the all 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 such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing of the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number aggregate principal amount of Placement Shares to be issuedSecurities, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing 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 Securities thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 Securities 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares through the Agent hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issuedissued (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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A 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. Each 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 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 such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Shares, and Agent shall not be obligated to offer or sell any Shares, (i) during the 14 calendar days prior to the first date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results for a completed fiscal year or quarter (each, an “Earnings Announcement”), (ii) except as provided in the paragraph immediately following this paragraph, at any time from and including an Announcement Date through and including the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and Agent, for purposes of (i) and (ii) above, such period shall be deemed to end at the relevant Filing Time. If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the corresponding Filing Time, the Company shall (i) prepare and deliver to Agent (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Agent, and obtain the consent of Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Agent with the officers’ certificate, opinions/letters of counsel and Comfort Letter called for by Sections 7(n), (o) and (p) hereof; respectively, (iii) afford Agent the opportunity to conduct a due diligence review in accordance with Section 7(l) hereof and (iv) file such Earnings 8-K with the Commission. The provisions of clause (ii) of the immediately preceding paragraph shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and Comfort Letter pursuant to this paragraph shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and Comfort Letters as provided in Section 7 hereof and (B) other than as set forth in this paragraph, this paragraph shall in no way affect or limit the operation of the provisions of clauses (i) and (iii) of the immediately preceding paragraph, which shall have independent application. The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the applicable Agent agree as set forth below. Shares purchased from the Company by the applicable Agents, individually or in a syndicate, as principals shall be made in accordance with terms agreed upon between such Agents and the Company as evidenced by a separate terms agreement (each, a “Terms Agreement”). The applicable Agents’ commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company and the Operating Partnership, and performance by each of the Company and the Operating Partnership of its respective covenants and other obligations, contained herein (including without limitation the indemnification and contributions provisions set forth in Section 9 hereof) and shall be subject to the terms and conditions set forth herein and in the Terms Agreement. At the time of each Terms Agreement, the applicable Agents shall specify the requirements, if any, for the officers’ certificate, opinions/letters of counsel and Comfort Letter called for by Sections 7(n), (o) and (p) hereof, respectively.

Placements. Each time that the Company wishes to issue and sell the 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) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 amended such Schedule 3 may be 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. Each 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 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 to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or amount of Placement Shares to be issuedsold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day (as defined in Section 3), Day”) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) 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, (iib) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder or under this Agreement have been sold, (iiid) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (ve) 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Sales 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each Provided that the Company is otherwise in compliance with the terms of this Agreement, 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), below) and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 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). Each 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, which declination must occur within two (2) Business Days of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been soldsold and settled in accordance with the terms hereof, (iii) the Company suspends or terminates the Placement Notice, in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedsold, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Designated Agent shall, within two (2) Trading Days of its receipt of such Placement Notice, so notify the Company in writing, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such the earlier dated Placement NoticeNotice for any reason, in the Company’s sole discretion, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the Agent “Designated 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) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 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 Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to such a Placement Notice have been soldsold and settled in accordance with the terms hereof, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth requirement provided for in Section 4, the Company 4 or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 one of the Agent Agents that the Company may select in its sole discretion from time to time (the “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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), below) and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 discretiondiscretion within two (2) Trading Days (defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the 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 (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. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company Partnership wishes to issue and sell the Placement Shares Units hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the partiesPartnership and the Agent) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares Units to be issuedsold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares Units that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 2 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 Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each Provided that the Partnership 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have Units thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent Partnership suspends or terminates such the Placement Notice, which suspension and termination rights may be exercised by the Partnership in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice to the Agent with parameters superseding those set forth in such on the Placement Notice, Notice to the Agent dated earlier 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 Partnership to the Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Units unless and until the Company Partnership 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Section 2, 3 and 4 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. Notwithstanding anything herein to the contrary, under no circumstances shall any Placement Units be issued in fractional units.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo Securities 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 Securities to be sold, which shall at a minimum include the number or dollar amount of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 ▇▇▇▇▇ Fargo Securities set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities will, prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Agent Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in 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 to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 Agent ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. The Company agrees that any offer to sell or any sales of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of ▇▇▇▇▇ Fargo Securities or an Alternative Placement Agent on any single given day, and the Company shall in no event request that ▇▇▇▇▇ Fargo Securities and an Alternative Placement Agent sell Securities on the same day; provided, however, that the foregoing limitation shall only apply with respect to an agency transaction and shall not apply to any principal transaction effected at any time by any Agent and, provided further, such limitation shall not apply on any day during which no sales are made pursuant to this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, the Company shall be permitted, at any time and from time to time, to engage one or more additional agents and/or principals, subject to such additional agents and/or principals executing the expense reimbursement agreement then in effect among the Agents relating only to the sale of the Securities and the transactions contemplated by this Agreement and the Alternative Distribution Agreements, that, once engaged, may offer to sell, solicit an offer to buy or sell the Securities.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be 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 Trading Day (as defined in Section 3), 4) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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. Each 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 45, 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 45, the Company or the Agent suspends or terminates such the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the 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 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing to accept the terms contained therein for any reason, in its sole discretion, which declination will be conveyed to the Company as promptly as practicable, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 Designated Agent’s sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the 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 (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. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 to whom the Placement Notice is delivered, as set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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 in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Designated Agent, shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the either Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the a 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 a Placement 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 to be issuedissued and sold (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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Company of Designated Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1111 or (v) 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. 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 Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and Designated Agent accepts in writing the Agent does not decline terms of such Placement Notice pursuant to the terms set forth aboveNotice, and then only upon the terms specified therein in the Placement Notice 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will select and notify a Distribution Agent (the Agent “Designated Distribution Agent”), at least one Trading Day (as defined below) prior to the Trading Day on which sales are desired to commence 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 Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Distribution Agent set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Company may, upon notice to the Designated Distribution Agent in writing (including by email correspondence to each of the individuals of the other party set forth on Exhibit B, 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 by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Exhibit B), withdraw any Placement Notice (a “Placement Notice Withdrawal”), which shall have the effects of suspending any sales of Placement Securities and as otherwise provided herein; provided, however, that such suspension shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. If the Company issues a Placement Notice for sales to be made in any Calendar Quarter or other three month period, the minimum dollar amount of Securities to be issued under such Placement Notice shall be $5,000,000. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. If a Designated Distribution Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Designated Distribution 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 Distribution 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 Distribution Agent set forth on Exhibit B) setting forth the terms that the Designated Distribution 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 Distribution Agent until the Company delivers to the Designated Distribution 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 Distribution 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 Distribution Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Distribution 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 or, if earlier the termination date on the Placement Notice, (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 to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 discountcommission, commission discount or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares Securities shall be calculated determined in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to the Designated Distribution Agent, when the Designated Distribution Agent is acting as principal, in connection with the sale of the gross sales price for Placement Securities shall be as separately agreed among the parties hereto at the time of any such Placement Sharessales. It is expressly acknowledged and agreed that neither the Company nor the Designated Distribution Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Designated Distribution Agent and either (i) the Designated Distribution 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. Subject to the procedures set forth above in this Section 2, with respect to each Calendar Quarter during which the Company wishes to complete one or more Placements, the Company shall select one or more Distribution Agents who shall be entitled to serve as a Designated Distribution Agent during such Calendar Quarter (the “Preferred Distribution Agent”), provided, however, that the Company shall not be prohibited from commencing Placements with additional Designated Distribution Agents during such Calendar Quarter, provided that the Preferred Distribution Agent for such Calendar Quarter has received at least one Placement Notice during the Calendar Quarter.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement 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 to be issuedissued and sold (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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Company of Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1111 or (v) 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 Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Placement Agent and Placement Agent accepts in writing the Agent does not decline terms of such Placement Notice pursuant to the terms set forth aboveNotice, and then only upon the terms specified therein in the Placement Notice 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 Designated Agent (as defined below) 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 Designated 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, (iib) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement NoticeNotice in its sole discretion, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such of the earlier dated Placement Notice, or (ve) 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. As used herein, “Designated Agent” shall mean, with respect to any Placement Notice, the specific Agent selected by the Company to act as sales agent, provided that such Agent selected by the Company has agreed to act as sales agent.

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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent in accordance with writing (which may be in the notice requirements set forth form of electronic mail or other method mutually agreed to in Section 4, writing by the Agent Company and the Designated Agent) declines to accept the terms contained therein for any reason, in its sole discretion, promptly following receipt of the Placement Notice from the Company, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 to whom the Placement Notice is delivered, as set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Agent, shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 (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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 applicable 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 to be 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 Trading Day (as defined in Section 3), ) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the applicable Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the applicable 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 such the Placement Notice, (iv) the Company issues a subsequent Placement Notice to such Agent with parameters superseding those set forth included in such the earlier dated Placement 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 Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. It is expressly acknowledged and agreed that neither the Company nor the applicable 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 such Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. It is also expressly acknowledged that the Agents will be under no obligation to purchase any Placement Shares on a principal basis.

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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 (in writing and promptly following receipt of any Placement Notice) 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 thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) ), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Placement Shares Securities to be sold, which shall at a minimum include (a) the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and (as defined in Section 3), d) any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 ▇▇▇▇▇ Fargo set forth on Schedule 2, Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). Each If ▇▇▇▇▇ Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo until the Company delivers to ▇▇▇▇▇ Fargo 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 originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇ Fargo’s acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo 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 to be sold pursuant to such Placement Notice have Securities has been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the Agent suspends or terminates such parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (ivwith a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from ▇▇▇▇▇ Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 discountcommission, commission discount or other compensation to be paid by the Company to the Agent ▇▇▇▇▇ Fargo in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo and either (i) ▇▇▇▇▇ Fargo 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that With respect to any Placement (as defined in the Company Dealer Manager Agreement) with respect to which the Dealer Manager wishes for an Agent to issue and sell the Placement Shares hereunder act as sub-placement agent (each, a “Sub-Placement”), it will notify the such 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 to be issuedissued and sold (the “Sub-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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Sub-Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A B. The Sub-Placement Notice shall originate from any of the individuals from the Company Dealer Manager set forth on Schedule 2 Exhibit C (with a copy to each of the other individuals from the Company Dealer Manager listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 2Exhibit C, as such Exhibit C may be amended from time to time. Each The Sub-Placement Notice shall be effective upon receipt by the Agent Dealer Manager of the applicable Agent’s written acceptance of the terms of the Sub-Placement Notice unless and until (i) the entire amount of the Sub-Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Agent declines to accept Dealer Manager terminates the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Sub-Placement Shares to be sold pursuant to such Placement Notice have been soldNotice, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company Dealer Manager issues a subsequent Sub-Placement Notice with parameters superseding those set forth in such on the earlier dated Sub-Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission 12 or other compensation to be paid by the Company to the Agent in connection with (v) either party shall have suspended the sale of the Sub-Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement SharesSection 4 below. It is expressly acknowledged and agreed that neither the Company Company, the Dealer Manager nor the any Agent will have any obligation whatsoever with respect to a Sub-Placement Notice or any Sub-Placement Shares unless and until the Company Dealer Manager delivers a Sub-Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to accepts in writing the terms set forth aboveof such Sub-Placement Notice, and then only upon the terms specified therein in the Sub-Placement Notice 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Sub-Placement Notice, the terms of such the Sub-Placement Notice will control. The amount of any discount, commission or other compensation to be paid to an Agent in connection with the sale of the Sub-Placement Shares shall be calculated in accordance with the terms set forth in Exhibit D (the “Agent Compensation”). The Dealer Manager may authorize the Agent to retain the Agent Compensation from the proceeds of the sale of Shares. The Agent Compensation shall be payable solely out of the compensation the Dealer Manager receives from the Company pursuant to the Dealer Manager Agreement (the “Dealer Manager Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement, the Dealer Manager shall have no obligation to authorize the retention by the applicable Agent of any portion of the Agent Compensation from the proceeds of the sale of Shares until the Dealer Manager receives at least an equivalent amount of Dealer Manager Compensation, and the Dealer Manager’s obligation to each Agent for the Agent Compensation is limited solely to amounts payable out of the Dealer Manager Compensation.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Dealer Manager 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 to be issuedissued and sold (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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Dealer Manager set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Company of the Dealer Manager’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 Shares in accordance with Section 6 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Dealer Manager in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent Dealer Manager 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 Dealer Manager and the Agent does not decline Dealer Manager accepts in writing the terms of such Placement Notice pursuant to the terms set forth aboveNotice, and then only upon the terms specified therein in the Placement Notice 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo Securities 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 Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 ▇▇▇▇▇ Fargo Securities set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each If ▇▇▇▇▇ Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, ▇▇▇▇▇ Fargo Securities 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 ▇▇▇▇▇ Fargo Securities, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B, setting forth the terms that ▇▇▇▇▇ Fargo Securities is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or ▇▇▇▇▇ Fargo Securities until the Company delivers to ▇▇▇▇▇ Fargo Securities an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇▇▇▇▇ Fargo Securities set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Agent Company of ▇▇▇▇▇ Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in 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 to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement NoticeNotice (as amended by the corresponding Acceptance, or if applicable), (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 Agent ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to ▇▇▇▇▇ Fargo Securities and either (i) ▇▇▇▇▇ Fargo Securities 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Ladenburg 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 to be issuedissued and sold (the “ Placement Securities”), 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A . The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Ladenburg set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each If Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Ladenburg 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 Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B) setting forth the terms that Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Agent Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in 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 to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1114 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to the Agent Ladenburg in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent Ladenburg will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to Ladenburg and either (i) Ladenburg 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement 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 requested to be issuedsold (the “Placement Shares”), the time period during which sales are requested to be made, and any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters is attached hereto as Exhibit A. A 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. Each 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 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 such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3 attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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 timetime by a party by delivering email notice to the other parties of the addition or deletion of individuals of such party. Each 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 in writing to accept the terms contained therein for any reason, in its sole discretion, which declination will be conveyed to the Company as promptly as practicable, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such the Placement Notice, (iv) which amendment, supersession, suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth at any time in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing 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 thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 Designated Agent’s sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 to whom the Placement Notice is delivered, as set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company or issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier-dated Placement Notice, Notice or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the Agent’s sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1 (a “Placement Notice”). The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The Company may not deliver a Placement Notice, and the Agent will have no obligation with respect to any Placement Notice, unless and until the Registration Statement has been declared effective by the Commission. 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or dollar amount of Placement Shares to be issuedsold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day (as defined in Section 3), Day”) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing (which writing may be via email) to accept the terms contained therein for any reason, in its sole discretion, (iib) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder or under this Agreement have been sold, (iiid) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (ve) 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Sales 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 Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing from time to time by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A form of Placement Notice, which contains Notice containing such minimum required sales parameters, parameters is attached hereto as Exhibit A. 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 scheduleExhibit B), as the Company may amend such Exhibit from time to time, and shall be addressed to each of the individuals from the Agent set forth on Schedule 2Exhibit B attached hereto, as amended the Agent may amend such Exhibit B from time to time. Each If the Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the 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 Agent, issue to the Company a notice by email (or other method mutually agreed to in writing from time to time by the parties) addressed to all of the individuals from the Company and the Agent set forth on Exhibit B attached hereto setting forth the terms that the 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 Agent until the Company delivers to the Agent an acceptance by email (or other method mutually agreed to in writing from time to time by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Agent 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 Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice in accordance with the notice requirements set forth in the second sentence of this 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 sold2, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such the earlier dated Placement Notice, 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 discountcommission, commission discount or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated determined in accordance with the terms set forth on Exhibit C attached hereto; provided, however, in Schedule 1 the event the Company engages the Agent for a sale of Securities that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company and shall not exceed 2.0% the Agent will agree to compensation that is customary with respect to such transactions. The amount of any commission, discount or other compensation to be paid by the Company to the Agent, when the Agent is acting as principal, in connection with the sale of the gross sales price for Placement Securities shall be as separately agreed upon in writing between the parties at the time of any such Placement Sharessales. 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 Securities unless and until the Company delivers a Placement Notice to the Agent and either (i) the Agent does not decline accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended by the Agent, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. The aggregate number of shares of Common Stock sold pursuant to this Agreement will not exceed 19.9% of the Company’s outstanding shares of Common Stock as of the date of this Agreement.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo Securities 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 Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 ▇▇▇▇▇ Fargo Securities set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇ Fargo Securities, unless and until (i) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Agent ▇▇▇▇▇ Fargo Securities 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 Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 ▇▇▇▇▇ Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo Securities will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇ Fargo Securities and the Agent ▇▇▇▇▇ Fargo Securities 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any Placement Notice, the terms of such Placement Notice will control.

Placements. a. 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 one of the Agent Agents that the Company may select in its sole discretion from time to time (the “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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing to accept the terms contained therein for any reason, in its sole discretion, in which case, such Designated Agent shall, within two Trading Days of the receipt of such Placement Notice, notify the Company by email notice (or other method mutually agreed to by the parties), (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends amends, suspends, supersedes or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth for any reason, in such Placement Noticeits sole discretion, or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Common Stock through a Sales Agent, as agent, hereunder (each, a “Placement”), it will notify one of the Agent Sales Agents by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares Common Stock to be sold, which shall at a minimum include the number of Placement Shares shares of Common Stock to be issuedissued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3), ) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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 Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by one of the Agent Sales Agents unless and until (i) such Placement Notice is suspended 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 Sales Agent has sold the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been soldShares, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. It is expressly acknowledged and agreed that neither Neither the Company nor the Agent Sales Agents 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 aboveSales Agent, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Placement 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 Securities to be sold, which shall at a minimum include the maximum number of Placement Shares Securities to be issuedoffered, sold and issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3)day, any minimum price below which sales shall may not be made, and the maximum prices above which sales may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such scheduleexhibit), and shall be addressed to each of the individuals from the Placement Agent set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each 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 accept amended terms, the Placement Agent will, prior to 8:30 a.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 such acceptance or, in the alternative, such other terms that the Placement Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Placement Agent until the Company delivers to the Placement Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Placement Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) 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 Securities have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company or terminates the Agent suspends or terminates such Placement NoticeNotice in writing (including via email) at any time and in its sole discretion, (iviii) the Company issues a subsequent Placement Notice with parameters expressly superseding those set forth in such on the earlier dated Placement Notice, 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 Placement Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement Notice 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.. The term “

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 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 of Placement Shares to be 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 Trading Day (as defined in Section 3), ) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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. Each 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 to be sold pursuant to such included in the Placement Notice have been soldsold thereunder, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 one of the Agents, which Agent the Company may select in its sole discretion from time to time (in each case, a “Designated Agent”) by email notice (or other any method mutually agreed to in writing by the parties) (a “Placement Notice”) containing Company and the parameters in accordance with which it desires Designated Agent of the Placement Shares to be sold, which shall at a minimum include the dollar amount or number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the dollar amount or number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A form of (a “Placement Notice”), which contains such minimum required sales parameters, is may be in the form attached hereto as Exhibit A. A Schedule 1. If delivered by electronic mail, the Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Designated Agent, as set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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, which shall be promptly (in no event later than the end of the Trading Day (defined below) following receipt of such Placement Notice) communicated in writing by the Designated Agent to the Company, (ii) the entire number or dollar amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends sales under or terminates such the Placement Notice, which suspension or termination rights may be exercised by the Company 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 set forth parameters contained in such the earlier delivered Placement Notice, 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. (a) Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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 FBR set forth on Schedule 2, as such Schedule 2 may be amended from time to time. Each It is expressly acknowledged and agreed that neither the Company nor FBR will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to FBR and FBR does not decline such Placement Notice pursuant to the terms set forth below, and then only upon the terms specified therein and herein. Subject to the foregoing sentence, 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 FBR declines to accept the terms contained therein for any reason, in its sole discretion, 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 2, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice set forth therein have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent FBR suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier Placement Notice, or (v) this the 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 FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy)3. In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. (b) During the term of this Agreement, neither FBR nor any of its affiliates or subsidiaries shall engage in (A) any short sale of any security of the Company or (B) any sale of any security of the Company that FBR does not own or any sale that is consummated by the delivery of a security of the Company borrowed by, or for the account of ▇▇▇.

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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in which case the Agent shall promptly notify the Company within two Business Days, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) the time period for the Placement specified in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement NoticeNote has expired, (iv) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 Distribution Agents by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Distribution Agents each acknowledge and agree that the Company can allocate the right to sell the Placement Shares listed in a Placement Notice to either one of the Distribution Agents in its sole discretion; provided, however, sales of the Placement Shares shall only be effected by or through a single Distribution agent, on any single date, and in no event shall the Company request that more than one Distribution Agent sell Securities on the same day. The receipt of each such Placement Notice shall be promptly acknowledged by the Distribution Agents by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Distribution Agents set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be effective immediately upon receipt by the Agent Distribution Agents unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines Distribution Agents decline 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 thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 Distribution Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent Distribution Agents 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 Distribution Agents and the Agent does Agents do 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares ADSs 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 Placement Shares ADSs to be sold, which shall at a minimum include the number of Placement Shares ADSs to be issuedsold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares ADSs that may be sold in any one Trading Day (as defined in Section 3), ) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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. Each 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 to be sold pursuant to such Placement Notice ADSs have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 ADSs through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares ADSs 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify send the Sales Agent by email an e-mail notice (or other method mutually agreed to in writing notify the Sales Agent by the parties) (telephone, followed immediately by a “Placement Notice”confirmatory e-mail) containing the parameters in accordance with which it desires the Placement Shares Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”) or the gross proceeds to be raised, the time period during which sales are requested the Company requests the Sales Agent to be mademake sales, any limitation on the number of Placement Shares Securities that the Sales Agent may be sold sell in any one Trading Day (as defined in Section 3), below) and any minimum price below which the Sales Agent may not make sales shall not (such notice, as it may be made and any maximum price above which sales shall not be made. A amended pursuant to this Section 2, a “Placement Notice”), a form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each If the Sales Agent wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines which it may decline to accept the terms contained therein do for any reason, reason in its sole discretion), (ii) or, following discussions with the entire amount of Company wishes to accept amended terms, the Placement Shares to be sold pursuant to Sales Agent shall confirm such Placement Notice have been soldby e-mail notice (or by telephone, (iiifollowed immediately by a confirmatory e-mail) in accordance with addressed to the notice requirements set forth in Section 4, person from whom the Company or the Sales Agent suspends or terminates received such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 Securities through the Sales Agent shall be calculated in accordance with the terms set forth in Schedule 1 Exhibit C. If the Company wishes to issue and shall not exceed 2.0% sell the Placement Securities to the Sales Agent as principal, it will notify the Sales Agent of the gross sales price for proposed terms of 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy)Placement Notice. In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number or dollar value of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, Agent notifies the Company that 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such of the earlier-dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 (and the Company does not suspend or terminate in accordance with the terms of this Agreement) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

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 Placement Shares hereunder (each, a “Placement”), it will notify the a Distribution 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 soldsold by that Distribution Agent, which shall at a minimum include the number amount of Placement Shares to be issuedissued (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 Trading Day (as defined in Section 3), day and any minimum price per share below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 Distribution Agent that are set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the designated Distribution Agent unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Distribution Agent promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have or the Shares has been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company or the Agent suspends or terminates such the Placement Notice, (iv4) the Company issues a subsequent Placement Notice to the designated Distribution Agent with parameters superseding those set forth in such on the earlier dated Placement Notice, or (v5) this the Agreement has been terminated under the provisions of Section 1113 or (6) either the Company or the designated Distribution Agent 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 designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the designated Distribution 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 that Distribution Agent and the that Distribution Agent 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement Section 2 and the terms of any a Placement Notice, the terms of such the Placement Notice will control. The Company shall not deliver a Placement Notice to a Distribution Agent until the conditions set forth in Section 9 have been satisfied.

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 upon 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule I. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 II (with a copy to each of the other individuals from the Company listed on such scheduleSchedule II), and shall be addressed to each of the individuals from the Agent as set forth on Schedule 2, II (as it may be amended from time to time). Each 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 to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1112 hereof. 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 1 and shall not exceed 2.0% of the gross sales price for such Placement SharesIII. 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 herein and hereintherein. Notwithstanding anything It is acknowledged and agreed that the Agent may delay sales following delivery of a Placement Notice 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 extent necessary to buy or sell securities avoid a violation of the Company in provisions of Rule 101(a) of Regulation M applicable to the open market because of the existence of material nonpublic information or applicable blackout periods (Placement Shares to be sold pursuant to such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy)Placement Notice. In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to timetime by a party by delivering email notice to the other parties of the addition or deletion of individuals of such party. Each 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 discretiondiscretion (which the Agent must communicate by providing email notice by the end of the Business Day following the date of receipt of the Placement Notice, or the Placement Notice will be deemed to be accepted by the Agent in accordance with its terms), (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, or (viv) this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities hereunder (each, a “Placement”), it will notify the Agent Citigroup 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 Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains notice containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit 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 (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 Citigroup set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Citigroup, unless and until (i) in accordance with by notice from any of the notice requirements individuals from Citigroup set forth in Section 4on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, the Agent Citigroup declines to accept the terms parameters 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 Securities has been sold, (iii) in accordance with the notice requirements set forth in Section 4the third sentence of this paragraph, the Company or terminates the Agent suspends or terminates such 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 set forth in such on the earlier dated Placement 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 Citigroup in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent Citigroup will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent Citigroup and the Agent Citigroup 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. Notwithstanding anything The Company agrees that any offer to the contrary contained hereinsell or any sales of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of Citigroup or an Alternative Agent on any single given day (subject to Section 7(k) below), no Placement Notice shall be delivered by and the Company shall in no event request that Citigroup and an Alternative Agent sell Securities on the same day; provided, however, that the foregoing limitation shall only apply with respect to an agency transaction and shall not apply to any (i) principal transaction effected at any time by any Agent, (ii) exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such time as the Company’s directors and officers would not be permitted security or (iii) sales solely to buy employees or sell securities security holders of the Company in Transaction Entities or their subsidiaries, or to a trustee or other person acquiring such securities for the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any Placement Notice, the terms accounts of such Placement Notice will controlpersons.

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 electronic mail (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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. Each Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to timetime in accordance with the terms hereof. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters expressly superseding those set forth in on such earlier dated Placement Notice, 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 of the number of Placement Shares to be issuedor dollar amount, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Designated Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from officers of the Company set forth on Schedule 2 3 (with a copy to each of the other individuals officers from the Company listed on such schedule), ) and shall be addressed to each of the individuals designees from the Designated Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each 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 (in writing and promptly following receipt of any Placement Notice) 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control. On any Trading Day (as defined herein), the Company may sell Shares through only one Agent. On any Trading Day, the Company shall give at least one Business Day’s (as defined below) prior written notice to the Agents as to any change of the Agent through whom sales of Shares as sales agent will be made.

Placements. Each time that the Company wishes to issue and sell the Placement Shares Securities 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 Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issuedissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains notice containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit 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 (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 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless and until (i) in accordance with by notice from any of the notice requirements individuals from ▇▇▇▇▇▇▇ ▇▇▇▇▇ set forth in Section 4on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ declines to accept the terms parameters 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 Securities has been sold, (iii) in accordance with the notice requirements set forth in Section 4the third sentence of this paragraph, the Company or terminates the Agent suspends or terminates such 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 set forth in such on the earlier dated Placement 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything The Company agrees that any offer to the contrary contained herein, no Placement Notice sell or any sales of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be delivered effected by the Company at any such time as the Company’s directors and officers would not be permitted to buy or sell securities through only one 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Alternative Agent on any single given day (subject to Section 7(k) below), and the Company shall in no event request that ▇▇▇▇▇▇▇ policy). In ▇▇▇▇▇ and an Alternative Agent sell Securities on the event of a conflict between same day; provided, however, that the terms of this Agreement foregoing limitation shall only apply with respect to an agency transaction and the terms shall not apply to any (i) principal transaction effected at any time by any Agent, (ii) exercise of any Placement Noticeoption, warrant, right or any conversion privilege set forth in the terms instrument governing such security or (iii) sales solely to employees or security holders of the Transaction Entities or their subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such Placement Notice will controlpersons.

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 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 the Company desires the Placement such Shares to be sold, which shall at a minimum include the number of Placement Shares to be issuedissued (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 Trading Day (as defined in Section 3), below) and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 hereto (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2 hereto), and shall be addressed to each of the individuals from the Agent set forth on Schedule 22 hereto, as such Schedule 2 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent Agent, unless and until (i) in accordance with the notice requirements set forth in Section 44 of this Agreement, 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 44 of this Agreement, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth contained in such the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1112 of this Agreement. 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3 hereto. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing or by email declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) business days of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control; provided that in no event shall the sale of the Placement Shares in accordance with such Placement Notice exceed the Maximum Amount.

Placements. Each time that the Company wishes to issue and sell execute an Issuance or a Forward hereunder, as the Placement Shares hereunder case may be (each, a “Placement”), it will will, (a) in the case of an Issuance, notify the applicable 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 Issuance Shares to be sold, which shall shall, at a minimum minimum, include the maximum number of Placement Issuance Shares to be issued, the Selling Commission Rate, the time period during which sales are requested to be made, any limitation on the number of Placement Issuance Shares that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price per share below which sales shall may not be made and any maximum or a formula pursuant to which such minimum price above which sales per share shall not be made. A determined (an “Issuance Placement Notice”), a form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A A-1, or (b) in the case of a Forward, notify the applicable Forward Purchaser and Forward Seller by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires to effect the Forward, which shall at a minimum include the Maximum Forward Hedge Shares, the time period or periods during which offers are to be made, any limitation on the aggregate number of Forward Hedge Shares that may be sold in any one day, any minimum price per share below which sales may not be made or any formula pursuant to which such minimum price shall be determined, the Forward Hedge Selling Commission Rate, the remaining amount available under the Maximum Amount and, as applicable, certain specified terms of the Forward (a “Forward Placement Notice”), a form of which is attached hereto as Exhibit A-2. The Agent then in receipt of an Issuance Placement Notice is herein referred to as the “Current Agent,” and the Forward Seller then in receipt of a Forward Placement Notice is herein referred to as the “Current Forward Seller.” The Forward Purchaser for whom the Current Forward Seller is acting at any time is herein referred to as the “Current Forward Purchaser.” There may be only one Current Agent per day and no Current Agent during any Forward Hedge Selling Period. In addition, there may only be one Current Forward Purchaser and one Current Forward Seller during any Forward Hedge Selling Period and during any Unwind Period (as defined in the Master Forward Confirmation). The Company further agrees that it will not sell, or instruct any other party hereto to sell, any Shares under any other sales agency financing agreements or other similar arrangements on such day. The Current Agent or the Current Forward Seller, as the case may be, at any given time is herein referred to as the “Current Seller.” Each Placement Notice sent to an Agent, or to a Forward Seller and a Forward Purchaser, as applicable, 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 two or more of the individuals from such Agent (in the Agent case of an Issuance Placement Notice) or such Forward Purchaser and such Forward Seller (in the case of a Forward Placement Notice) set forth on Schedule 2Exhibit B attached hereto, as such Exhibit B attached hereto may be amended from time to time. Each The Company may amend Exhibit B from time to time by providing written notice to the Agents and the Forward Purchasers in accordance with Section 14 hereof. If the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, 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 Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to two or more of the individuals from each of the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, set forth on Exhibit B attached hereto setting forth the terms that the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, until the Company delivers to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which Acceptance shall be addressed to two or more of the individuals from the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, 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 acceptance by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the terms of the Placement Notice or upon receipt by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Issuance Amount or the Maximum Forward Hedge Shares, as applicable, has been sold, (ii) the Selling Period specified in the relevant Placement Notice has expired, (iii) by notice delivered 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 first sentence 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 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth contained in such the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1113 or (vi) either party shall have suspended the Issuance or the Forward, as the case may be, in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Current Agent in connection with the sale of the Placement Shares an Issuance shall be calculated determined in accordance with the terms set forth in Schedule 1 and Exhibit C attached hereto. The amount of any discount, commission or other compensation to be reflected in the Forward Price (as defined in the Master Forward Confirmation) in connection with a Forward shall not exceed 2.0% of be determined in accordance with the gross sales price for such Placement Sharesterms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Current Agent nor the Current Forward Purchaser and the Current Forward Seller, as applicable, will have any obligation whatsoever with respect to an Issuance or a Placement Notice or any Placement Shares Forward, as the case may be, unless and until the Company delivers a Placement Notice to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, and either (x) the Current Agent does not decline or the Current Forward Purchaser and the Current Forward Seller, as applicable, accepts the terms of such Placement Notice or (y) 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), the applicable Master Forward Confirmation (in the case of a Forward) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. No Forward Placement Notice may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Shares is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period under the Forward to, and including, the last scheduled Trading Day of the Forward Hedge Selling Period under such Forward or (y) such Forward Placement Notice, together with all prior Forward Placement Notices delivered by the Company hereunder, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchasers exceeding 19.99% of the number of Common Shares outstanding as of the date of this Agreement.

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 partiesparties in writing) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 by email notice to any of the individuals from the Company set forth on Schedule 3 to accept the terms contained therein for any reason, in its sole discretion, which notice must occur within one (1) Business Day (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such thereunder or the Maximum Amount of Placement Notice Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the Agent “Designated 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 by 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each The Placement Notice shall be effective immediately upon receipt by the Agent Agents 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 to be sold Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to such a Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension or termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, or (viv) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 a Sales Agent (the Agent “Designated 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 the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or amount of Placement Shares to be issuedsold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day (as defined in Section 3), Day”) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Designated Agent unless and until (ia) 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, (iib) the Designated Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder or under this Agreement have been sold, (iiid) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (ve) 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 2. Notwithstanding the foregoing, in the event the Company engages a Sales Agent for a sale of Placement Shares in a Placement that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act (“Regulation M”) or a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide the Sales Agent, at such Sales Agent’s request and upon reasonable advance notice to the Company, such opinions of counsel, accountants’ letters and officers’ certificates as are customary for similarly situated at-the-market block transactions, pursuant to Section 8 hereof, each dated the Settlement Date, which may include bring-down opinions and negative assurance letters, and such other documents and information as the Sales Agent shall not exceed 2.0% of reasonably request, and the gross sales price Company and the Sales Agent will agree to compensation that is customary for the Sales Agent with respect to such Placement Sharestransaction. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

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 to be 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 Trading Day (as defined in Section 3), ) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , a form of Placement Notice, which contains containing such minimum required sales parameters, parameters necessary is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (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. Each 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 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 such the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares3. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement ADSs through the Placement Shares Agents 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 (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 of the number of Placement ADSs representing Ordinary Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares ADSs that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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 in writing 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 ADSs thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 ADSs shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares ADSs 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Part I of Schedule 2 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 Designated Agent to whom the Placement Notice is delivered, as set forth on Part II of Schedule 23, as amended such Schedule 3 may be 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. Each 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, which declination shall be conveyed to the Company in writing within twenty-four (24) hours of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeby notice to the Designated Agent, 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 any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Designated Agent, shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% 2 of the gross sales price for such Placement Sharesthis Agreement. It is expressly acknowledged and agreed that neither the Company nor the either Agent will have any obligation whatsoever under this Agreement with respect to a Placement Notice 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each Following effectiveness of the Registration Statement, each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent, chosen at the Agent Company’s sole discretion for purposes of such issuance and sale (the “Designated Agent”) by email notice electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each The Placement Notice shall be effective immediately upon receipt by delivery to the Designated Agent unless and until the earliest of the following occurs: (i) in accordance with the notice requirements set forth in Section 4, the Designated 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 to be sold pursuant to such Placement Notice have thereunder has been sold, ; (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion at any time; and (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation Compensation (as defined below) to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares through the Designated Agent acting as sales agent or principal pursuant to this Agreement shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 Designated Agent and the Designated Agent does not decline such Placement Notice, or such Placement Notice is otherwise no longer effective, in each case, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlprevail.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent BMO 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 to be issuedissued (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 Trading Day (as defined in Section 3), day and any minimum price per share below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), a form of Placement Notice, which contains containing such necessary minimum required sales parameters, parameters is attached hereto as Exhibit A. A The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 BMO set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Agent BMO unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Agent BMO declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company or the Agent suspends or terminates such the Placement Notice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such on the earlier dated Placement Notice, 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 BMO in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent BMO 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 BMO and the Agent BMO 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement Section 2 and the terms of any a Placement Notice, the terms of such the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell the Placement Common Shares hereunder (each, a “Placement”), it will notify some or all of the Agent several Placement 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 which it the Fund desires the Placement Common Shares to be sold, which shall at a minimum include the number of Placement Common Shares to be issuedissued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Common Shares that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price below which sales may not be made (which minimum price shall not be made and any maximum price above which sales shall not be made. A less than the Fund’s then current net asset value per share) (a “Placement Notice”), a form of Placement Notice, which contains containing such minimum required sales parameters, parameters is attached hereto as Exhibit A. A A; provided, however, the Fund agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Shares shall be effected by or through only one Placement Agent on any single given day, and the Fund shall in no event request that a Placement Agent sell Common Shares on the same day as another Placement Agent. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 Exhibit B (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 Applicable Placement Agent (as defined below) set forth on Schedule 2Exhibit B, as such Exhibit B may be amended from time to time. Each If the Applicable Placement Agent wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion) or, following discussion with the Fund, wishes to accept amended terms, the Applicable Placement Agent, will, prior to 4:30 p.m. (iiNew York City Time) on the entire amount of Trading Day (as defined below) following the Placement Shares to be sold pursuant to Trading Day on which such Placement Notice have been soldis delivered to the Applicable Placement Agent, issue to the Fund a notice by email (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any Placement Notice, the terms of such Placement Notice will control.method

Placements. Each time that the Company wishes to issue and sell the 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) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 amended such Schedule 3 may be 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. Each 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 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 to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 another 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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth included in such the earlier dated Placement 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 Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such 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 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 the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number of Placement Shares or aggregate dollar amount of Placement Shares to be issuedsold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day (as defined in Section 3), Day”) and any minimum price below which sales shall not be made and any maximum price above which sales shall may not be made. A , the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 3 may be amended from time to time. Each The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (iib) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder or under this Agreement have been sold, (iiid) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Notice, or (ve) 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Sales 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 Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell execute an Issuance or a Forward hereunder, as the Placement Shares hereunder case may be (each, a “Placement”), it will will, (i) in the case of an Issuance, notify the applicable 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 Issuance Shares to be sold, which shall shall, at a minimum minimum, include the maximum number of Placement Issuance Shares to be issued, the Selling Commission Rate, the time period during which sales are requested to be made, any limitation on the number of Placement Issuance Shares that may be sold in any one Trading Day (as defined in Section 3), day and any minimum price per share below which sales shall may not be made and any maximum or a formula pursuant to which such minimum price above which sales per share shall not be made. A determined (an “Issuance Placement Notice”), a form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A A-1, or (ii) in the case of a Forward, notify the applicable Forward Purchaser and Forward Seller by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires to effect the Forward, which shall at a minimum include the Maximum Forward Hedge Shares, the time period or periods during which offers are to be made, any limitation on the aggregate number of Forward Hedge Shares that may be sold in any one day, any minimum price per share below which sales may not be made or any formula pursuant to which such minimum price shall be determined, the Forward Hedge Selling Commission Rate, the remaining amount available under the Maximum Amount and, as applicable, certain specified terms of the Forward (a “Forward Placement Notice”), a form of which is attached hereto as Exhibit A-2. The Agent then in receipt of an Issuance Placement Notice is herein referred to as the “Current Agent,” and the Forward Seller then in receipt of a Forward Placement Notice is herein referred to as the “Current Forward Seller.” The Forward Purchaser for whom the Current Forward Seller is acting at any time is herein referred to as the “Current Forward Purchaser.” The Current Agent or the Current Forward Seller, as the case may be, at any given time is herein referred to as the “Current Seller.” On any Trading Day, there may be only one Current Seller; provided, however, that such prohibition on more than one Current Seller on any Trading Day shall not apply to or prohibit the appointment of another Agent or Forward Seller (each, an “Additional Agent/Forward Seller”), so long as (i) the Additional Agent/Forward Seller executes one or more privately negotiated transactions, which may include block trades (each, an "Exempt Transaction") and (ii) if such Exempt Transaction occurs prior to 4:00 p.m. (New York City time), the Company notifies the applicable Current Seller that an Additional Agent/Forward Seller was appointed to execute such Exempt Transaction. Each Placement Notice sent to an Agent, or to a Forward Seller and a Forward Purchaser, as applicable, 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 two or more of the individuals from such Agent (in the Agent case of an Issuance Placement Notice) or such Forward Purchaser and such Forward Seller (in the case of a Forward Placement Notice) set forth on Schedule 2Exhibit B attached hereto, as such Exhibit B attached hereto may be amended from time to time. Each The Company may amend Exhibit B from time to time by providing written notice to the Agents and the Forward Purchasers in accordance with Section 14 hereof. If the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, 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 Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to two or more of the individuals from each of the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, set forth on Exhibit B attached hereto setting forth the terms that the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, until the Company delivers to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which Acceptance shall be addressed to two or more of the individuals from the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, 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 acceptance by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the terms of the Placement Notice or upon receipt by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Issuance Amount or the Maximum Forward Hedge Shares, as applicable, has been sold, (ii) the Selling Period specified in the relevant Placement Notice has expired, (iii) by notice delivered 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 first sentence 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 4this paragraph, the Company or terminates the Agent suspends or terminates such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth contained in such the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1113 or (vi) either party shall have suspended the Issuance or the Forward, as the case may be, in accordance with Section 4 below. The Company acknowledges and agrees that it will deliver a Placement Notice pursuant to this Section 2 to only one Current Seller at a time and will not deliver any new Placement Notice pursuant to this Section 2 until any prior Placement Notice has lapsed or been terminated in accordance with the foregoing sentence and, on Trading Days where an Additional Agent/Forward Seller is appointed, the Company has received written confirmation from the Current Seller under such Placement Notice that it has stopped selling pursuant to such Placement Notice. The amount of any discount, commission or other compensation to be paid by the Company to the Current Agent in connection with the sale of the Placement Shares an Issuance shall be calculated determined in accordance with the terms set forth in Schedule 1 and Exhibit C attached hereto. The amount of any discount, commission or other compensation to be reflected in the Forward Price (as defined in the Master Forward Confirmation) in connection with a Forward shall not exceed 2.0% of be determined in accordance with the gross sales price for such Placement Sharesterms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Current Agent nor the Current Forward Purchaser and the Current Forward Seller, as applicable, will have any obligation whatsoever with respect to an Issuance or a Placement Notice or any Placement Shares Forward, as the case may be, unless and until the Company delivers a Placement Notice to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, and either (x) the Current Agent does not decline or the Current Forward Purchaser and the Current Forward Seller, as applicable, accepts the terms of such Placement Notice or (y) 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), the applicable Master Forward Confirmation (in the case of a Forward) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of such the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. No Forward Placement Notice may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Shares is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period under the Forward to, and including, the last scheduled Trading Day of the Forward Hedge Selling Period under such Forward or (y) such Forward Placement Notice, together with all prior Forward Placement Notices delivered by the Company hereunder, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchasers exceeding 19.99% of the number of Common Shares outstanding as of the date of this Agreement.

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 of the number of Placement Shares to be 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 amended such Schedule 3 may be updated with notice pursuant to Section 13 hereof from time to time. Each 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, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent amends, supersedes, suspends or terminates such the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares1. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of any a Placement Notice, the terms of such 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 electronic mail (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 of the number of Placement Shares to be issuedShares, 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 Trading Day (as defined in Section 3), day and any minimum price below which sales shall may not be made and any maximum price above which sales shall not be made. A (a “Placement Notice”), the form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit A. A Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 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 3 may be amended from time to time. Each 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, in which case the Designated Agent shall promptly notify the Company within two Business Days, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates such the Placement Notice, (iv) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those set forth in such Placement Noticeits sole discretion, 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 shall be calculated in accordance with the terms set forth in Schedule 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares2. It is expressly acknowledged and agreed that neither the Company nor the Designated 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 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. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of any a Placement Notice, the terms of such the Placement Notice will control.