Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties hereto) of the number or dollar value amount of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, discretion (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the 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) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value amount of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, discretion (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Ascendiant by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Agent Ascendiant set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Agent Ascendiant declines to accept the terms contained therein for any reason, in its sole discretion, by notice to the Company within two (ii2) Business Days after the receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Agent Ascendiant in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Agent Ascendiant will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Ascendiant and the Agent Ascendiant does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Agent Manager by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Manager set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Manager, unless and until (i) in accordance with the Agent notice requirements set forth in the second sentence of this paragraph, the Manager 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 thereunder Securities have been sold, (iii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1213 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 Manager in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent Manager and the Agent Manager does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Univest by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Univest set forth on Schedule 3, as such Schedule 3 may be amended from time to time. If Univest 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, Univest will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Univest, 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 Univest set forth on Schedule 3) setting forth Univest’s acceptance of the Company’s proposed terms or the amended terms that Univest 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 Univest until the Company delivers to Univest 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 “Company Acceptance”), which email shall be addressed to all of the individuals from the Company and Univest set forth on Schedule 3. The Placement Notice (as amended by the corresponding Company Acceptance, as applicable) shall be effective upon receipt by the Company of Univest’s acceptance of the terms of the Placement Notice or upon receipt by Univest of the Company’s Acceptance, as the case may be, unless and until (i) 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 thereunder have has been sold, (iiiii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionaccordance with the notice requirements set forth in the second sentence of this paragraph, (iviii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement NoticeNotice (as amended by the corresponding Company Acceptance, or as applicable), (viv) this Agreement has been terminated under the provisions of Section 1213 hereof or (v) either the Company or Univest 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 Univest in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Univest will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Univest and either (i) Univest 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 a Company Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in such Placement Notice (as amended by the corresponding Company Acceptance, as applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Company Acceptance, as applicable), the terms of the Placement Notice (as amended by the corresponding Company Acceptance, as applicable) will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (iib) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.. On any Trading Day, the Company may sell Placement Shares through only one Agent

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email e-mail notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2A (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2B), and shall be addressed to each of the individuals from the Agent CF&Co set forth on Schedule 32C, as such Schedule 3 2C may be amended from time to time. The Placement Notice shall be effective upon receipt by CF&Co unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, CF&Co 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 12. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent CF&Co and the Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Westpark by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Westpark set forth on Schedule 3, as such Schedule 3 may be amended from time to time. If Westpark 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, Westpark will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Westpark, 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 Westpark set forth on Schedule 3) setting forth Westpark’s acceptance of the Company’s proposed terms or the amended terms that Westpark 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 Westpark until the Company delivers to Westpark 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 “Company Acceptance”), which email shall be addressed to all of the individuals from the Company and Westpark set forth on Schedule 3. The Placement Notice (as amended by the corresponding Company Acceptance, as applicable) shall be effective upon receipt by the Company of Westpark’s acceptance of the terms of the Placement Notice or upon receipt by Westpark of the Company’s Acceptance, as the case may be, unless and until (i) 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 thereunder have has been sold, (iiiii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionaccordance with the notice requirements set forth in the second sentence of this paragraph, (iviii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement NoticeNotice (as amended by the corresponding Company Acceptance, or as applicable), (viv) this Agreement has been terminated under the provisions of Section 1213 hereof or (v) either the Company or Westpark 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 Westpark in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Westpark will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Westpark and either (i) Westpark 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 a Company Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in such Placement Notice (as amended by the corresponding Company Acceptance, as applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Company Acceptance, as applicable), the terms of the Placement Notice (as amended by the corresponding Company Acceptance, as applicable) will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV declines to accept the terms contained therein for as a result of (A) any reasonsuspension or limitation of trading in the Placement Shares or in securities generally on The NASDAQ Global Market (the “Exchange”), in (B) any occurrence or event that causes a Material Adverse Effect (as defined below), or (C) MLV is then prohibited by the Financial Industry Regulatory Authority (“FINRA”) or the Commission from performing its sole discretionobligations under this Agreement, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldUnits, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Company Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 Units thereunder have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Manager, on behalf of the Trust, nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Aegis by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Agent Aegis set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Agent Aegis declines to accept the terms contained therein for any reason, in its sole discretion, by notice to the Company within two (ii2) Business Days after the receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Agent Aegis in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Agent Aegis will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Aegis and the Agent Aegis does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2, Section 3, and Section 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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) of the number or dollar value amount of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two Business Days after delivery of the Placement Notice to the Agent, notify the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two (2) Trading Days of receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed upon by the parties), (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement the Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any the minimum price below which sales may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company or the Manager set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company or the Manager listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime with respect to either party. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1214. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇ Fargo by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 shares of Placement Shares to be soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 ▇▇▇▇▇ Fargo set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇▇▇▇ Fargo unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇▇▇▇ Fargo 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent ▇▇▇▇▇ Fargo in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇ Fargo will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇ Fargo and the Agent ▇▇▇▇▇ Fargo does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice; (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, ; (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, ; or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”) or the gross proceeds to be raised, 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 below) and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (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 3, Exhibit B; as such Schedule 3 Exhibit B may be amended from time to time. The If the Sales Agent wishes to accept such proposed terms included in the Placement Notice shall be effective unless and until (i) the Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares to be sold thereunder have been soldor, (iii) following discussions with the Company suspends or terminates wishes to accept amended terms, the Sales Agent shall confirm such Placement Notice for any reason, by email notice (or other method mutually agreed to in its sole discretion, (ivwriting by the parties) addressed to the Company issues a subsequent person from whom such Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Exhibit C. If the Company nor wishes to issue and sell the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice Securities to the Sales Agent and as principal, it will notify the Sales Agent does not decline of the proposed terms of such Placement Notice pursuant to in the terms set forth above, and then only upon the terms specified therein and hereinPlacement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent HCW by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 HCW set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by HCW unless and until (i) the Agent HCW 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent HCW in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent HCW will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent HCW and the Agent HCW does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email e-mail notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement parameters in accordance with which the Company desires such Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32 hereto, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent, unless and until (i) in accordance with the notice requirements set forth in Section 4 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4 of this Agreement, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of contained in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1212 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 23 hereto. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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 Partiesparties) of the number or dollar value of Placement Shares Securities to be soldsold (such Securities, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Placement Agent unless and until (i) the Placement 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 Securities thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended supplemented or revised by written notice from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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) of the number or dollar value of Placement Shares to be soldissued, 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 below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues delivers a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, Notice or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. For greater certainty and notwithstanding anything to the contrary in this Agreement, no Placement Shares will be offered or sold in Canada, or knowingly to a person resident in Canada, or on or through the facilities of any exchange or trading market in Canada, pursuant to this Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares through the Agents acting as sales agents or directly to the Agents acting as principal 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 Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective 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 thereunder set forth therein have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, Notice or (v) this the Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other another method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, 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 of included in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (ii2) Business Days after receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent T▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 T▇ ▇▇▇▇▇ set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by T▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, T▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent T▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent T▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent T▇ ▇▇▇▇▇ and the Agent T▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties in writing) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time updated with notice pursuant to timeSection 13 hereof. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days (defined below) of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent FBR by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Agent FBR 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent FBR will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent FBR and the Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Partnership wishes to issue and sell 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 Partiesparties hereto) of the number or dollar value of Placement Shares Units to be soldsold (including the specific number of Common Units and Preferred Units, respectively), 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The 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) 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 Units thereunder have has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Partnership in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent will have any obligation whatsoever with respect to a Placement 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. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, 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 and any minimum price below which 2 sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days of receipt, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues including by means of a subsequent Placement Notice with that explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those of parameters contained in the earlier dated Placement Notice, ) or (viv) this the Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares that may be issued and sold through ▇▇ ▇▇▇▇▇ pursuant to be sold thereunder this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice Notice, which it may do for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those of in the earlier dated Placement Notice, which it may do for any reason, in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 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 individual representatives of the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (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. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares the Common Stock 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 shares of the number or dollar value of Placement Shares Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 shares of Placement Shares to be soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares or dollar amount that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other another method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be issued and sold, 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 below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company and the Company’s counsel, ▇▇▇▇▇ & Lardner LLP, listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime in accordance with the terms hereof. 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 thereunder have has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reasonNotice, 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 of the on such earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify 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 Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as 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 the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Agents by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during date on which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day on such day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent ThinkEquity declines to accept the terms contained therein for any reason, in its sole discretion, by promptly notifying the Company and each other Agent of its decision to decline acceptance, in which case the Company, in its sole discretion, shall designate another Agent from the two remaining Agents to consider acceptance of the Placement Notice, which other Agent may decline the terms contained therein for any reason, in its sole discretion, by promptly notifying the Company and each other Agent of its decision to decline acceptance, in which case the remaining Agent may accept such Placement Notice, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the each Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the any Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Agents and the Agent does not decline one of the Agents (the “Designated Agent”) has accepted such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends amends, supersedes, or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline (and the Company does to suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 the receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed by the parties), (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of in the earlier dated Placement NoticeNotice for any reason, in its sole discretion, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. (a) Each time that the Company wishes to issue and sell Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Agent ▇.▇. ▇▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent ▇.▇. ▇▇▇▇▇▇ set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. If ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇, 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 ▇.▇. ▇▇▇▇▇▇ set forth on Exhibit B) setting forth the terms that ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ until the Company delivers to ▇.▇. ▇▇▇▇▇▇ an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and ▇.▇. ▇▇▇▇▇▇ set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of ▇.▇. ▇▇▇▇▇▇’▇ acceptance of the terms of the Placement Notice or upon receipt by ▇.▇. ▇▇▇▇▇▇ of the Company’s Acceptance, as the case may be, unless and until (i) the 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 thereunder Securities have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (viv) this the Agreement has been terminated under the provisions of Section 1213 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 ▇.▇. ▇▇▇▇▇▇ in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2Exhibit C. Notwithstanding the foregoing, in the event the Company engages ▇.▇. ▇▇▇▇▇▇ for a sale of Securities that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act Regulations, the Company and ▇.▇. ▇▇▇▇▇▇ will agree to compensation that is customary for ▇.▇. ▇▇▇▇▇▇ with respect to such transactions. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇.▇. ▇▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to ▇.▇. ▇▇▇▇▇▇ and either (i) ▇.▇. ▇▇▇▇▇▇ 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 Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (b) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of any Securities and, by notice to ▇.▇. ▇▇▇▇▇▇ given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Securities, and ▇.▇. ▇▇▇▇▇▇ shall not be obligated to offer or sell any Securities, (i) during any period in which the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors, (ii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii) except as provided in paragraph (c) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (c) If the Company wishes to offer, sell or deliver Securities on any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to ▇.▇. ▇▇▇▇▇▇ (with a copy to counsel to ▇.▇. ▇▇▇▇▇▇) 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 ▇.▇. ▇▇▇▇▇▇, and obtain the consent of ▇.▇. ▇▇▇▇▇▇ to the filing thereof (such consent not to be unreasonably withheld), (ii) provide ▇.▇. ▇▇▇▇▇▇ with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Section 7 hereof; respectively, (iii) afford ▇.▇. ▇▇▇▇▇▇ the opportunity to conduct a due diligence review in accordance with Section 7(m) hereof and (iv) file such Earnings 8-K with the Commission, upon such events the provisions of clause (iii) of Section 2(b) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 2(c) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 7 hereof and (B) this Section 2(c) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 2(b), which shall have independent application.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email written notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of issuance amount (equal to the total Sales Price for the Placement Shares to be soldShares), 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 Settlement Date (as defined below), if different than standard settlement, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares subject to be sold thereunder such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares that may be issued and sold through ▇▇ ▇▇▇▇▇ pursuant to be sold thereunder this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent USCA by email notice (or other method mutually agreed to in writing by the Parties) of (i) the number or dollar value of Placement Shares to be sold, (ii) the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one Trading Day day or in any one transaction, and (iv) any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 USCA set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent USCA, acting in good faith, declines to accept the terms contained therein for any reason, in its sole discretiontherein, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent USCA in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent USCA will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent USCA and the Agent USCA does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell any Placement Shares ADSs through the Agents hereunder (each, a “Placement”), it will notify an Agent (such Agent, the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of (each such notice, a “Placement Notice”) containing the parameters in accordance with which it desires such Placement ADSs to be sold, which at a minimum shall include the maximum number or dollar value amount of Placement Shares ADSs to be sold, the time period during which sales are requested to be made, any limitation on the number or amount 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall must originate from any one of the individuals from authorized to act on behalf of the Company and set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 2 though only with regard to the Designated Agent and not the other Agent), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 32, as such Schedule 3 2 may be amended updated by either party from time to timetime by sending a written notice containing a revised Schedule 2 to the other party in the manner provided in Section 12 (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply). 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, within two Trading Days of the date the Designated Agent receives the Placement Notice, (ii) in accordance with the notice requirements set forth in Section 4, the Designated Agent suspends sales under the Placement Notice for any reason in its sole discretion, (iii) the entire amount of the Placement Shares ADSs has been sold pursuant to be sold thereunder have been soldthis Agreement, (iiiiv) in accordance with the notice requirements set forth in Section 4, the Company suspends sales under or terminates the Placement Notice for any reason, reason in its sole discretion, (ivv) the Company issues a subsequent Placement Notice with and explicitly indicates that its parameters superseding supersede those of contained in the earlier dated Placement Notice, Notice or (vvi) this Agreement has been terminated under pursuant to the provisions of Section 1211. 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 effected through the Designated Agent shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares 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. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (or other method mutually agreed to in writing by the Partiesparties hereto) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Lead 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Lead Agent and the Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) Sales Manager of the proposed terms of such Placement. If the Sales Manager wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Manager will issue to the Company a written notice setting forth the terms that the Sales Manager is willing to accept, including without limitation the number or dollar value of Shares ("Placement Shares Shares") to be soldissued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which the Sales Manager may act in selling Shares hereunder, as agent (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 122. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with Sales Manager shall be two percent (2.0%) of gross proceeds of the sale of the such Placement Shares shall be calculated in accordance with the Shares. The terms set forth in Schedule 2a DOCS(R) is a registered service ▇▇▇▇ of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Corporation Placement Notice will not be binding on the Company or the Sales Manager unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an "Acceptance"); provided, however, that neither the Company nor the Sales Manager will be bound by the terms of a Placement Notice unless the Company delivers to the Sales Manager an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. It is expressly acknowledged and agreed that neither the Company nor the Agent Sales Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Sales Manager delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveCompany, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Agent FBR 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent FBR will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent FBR and the Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Further to the delivery of any Placement Notice by the Company to FBR, the Company shall notify the Tel-Aviv Stock Exchange (“TASE”) of the pending sale of such applicable number of Placement Shares such that such corresponding Ordinary Shares will be registered with the TASE before or concurrently with the delivery of such Placement Shares by the Company under Section 5(c) below.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties to this Agreement) of the number or dollar value of Placement Shares to be sold, 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 (1) Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify (a) one of the Agents or (b) one U.S. Agent and one Canadian Agent, each of which Agent(s) that the Company may select in its sole discretion from time to time (in each case, a “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the dollar amount or number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) 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 following receipt of such Placement Notice) communicated in writing by the Designated Agent to the Company (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends sales under or terminates the Placement Notice for any reasonNotice, 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 those of the subsequent Placement Notice supersede those parameters contained in the earlier dated delivered Placement Notice, or Notice and (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the any Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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 Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days (as defined below) of the delivery of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, 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 of on the earlier dated Placement Notice, except to the extent of any action occurring pursuant to the prior Placement Notice and prior to the delivery of the subsequent Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent notifies the Company in writing within one (1) Business Day after receipt of such Placement Notice 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice (and the Company does not suspend or terminate in accordance with the terms of this Agreement) pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the maters covered thereby.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be communicated by the Agent promptly in writing, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldUnits, 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 below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Company Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule 3 (ii) the entire amount of the Placement Shares to be sold Units thereunder have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Manager, on behalf of the Trust, nor the Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent T▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 T▇ ▇▇▇▇▇ set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by T▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, T▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, amends, supersedes, or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent T▇ ▇▇▇▇▇ in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent T▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent T▇ ▇▇▇▇▇ and the Agent T▇ ▇▇▇▇▇ does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two (2) Trading Days of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made made, and any limitations or conditions required by Danish law and/or set forth in the corporate authorization of the Company (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify a Sales Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of (each such notice, a “Placement Notice”) containing the parameters in accordance with which the Company desires such Placement Shares to be sold, which at a minimum shall include the maximum number or dollar value amount of Placement Shares to be sold, 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 Day”) and any minimum price below which sales may not be made (a “Placement Notice”)made, the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Designated Agent unless and until (ia) 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 thereunder or under this Agreement have been sold, (iiid) the Company amends, supersedes, suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (ve) this Agreement has been terminated under the provisions of Section 1211. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (iib) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (ii2) Business Days after receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing (including by email correspondence) by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing (including by email correspondence) to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, Notice or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the 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 thereunder have has been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice for Notice, which amendment, supersession, suspension and termination rights may be exercised by the Company at any reason, time in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇ ▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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) and any minimum price below which sales may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by ▇▇ ▇▇▇▇▇ unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, ▇▇ ▇▇▇▇▇ 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. 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 23. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇ ▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇ ▇▇▇▇▇ and the Agent ▇▇ ▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes and determines in its sole discretion to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two (2) Trading Days of the receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed to by the parties), (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Aegis by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Agent Aegis set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Agent Aegis declines to accept the terms contained therein for any reason, in its sole discretion, by notice to the Company within two (ii2) Business Days after the receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; (ivd) the Company issues a subsequent Placement Notice with parameters superseding suspending those of on the earlier dated Placement Notice, Notice or (ve) this the Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Agent Aegis in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Agent Aegis will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Aegis and the Agent Aegis does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2, Section 3, and Section 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Agent, by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (the “Placement Shares Shares”) to be soldissued, 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 day or in any one transaction and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange (as defined below) or any occurrence or event that causes a material adverse change in the operation of the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent Aegis by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day, and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Agent Aegis set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Agent Aegis declines to accept the terms contained therein for any reason, in its sole discretion, by notice to the Company within two (ii2) Business Days after the receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Agent Aegis in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the Agent Aegis will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Aegis and the Agent Aegis does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be sold, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be communicated by the Agent to the Company promptly, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the each Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 soldissued, 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 may not be made (a “made. A form of Placement Notice”), the form of which contains such minimum required sales parameters, is attached hereto as Schedule Exhibit 1. The A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 each of the Agent Agents set forth on Schedule 32, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agents unless and until (i) in accordance with the Agent declines notice requirements set forth in Section 4, the Agents decline to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agents decline or continue to make sales under an existing Placement Notice, for any reason, in their respective, sole discretion, or (vi) the Agreement has been terminated under the provisions of Section 1211. 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 23. 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 each Agent and none of the Agent does not decline Agents declines such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In Notwithstanding anything to the event of a conflict between contrary contained herein, no Placement Notice shall be delivered by the terms of this Agreement Company at any such time as the Company’s directors and officers would not be permitted to buy or sell shares in the terms of a Placement Notice, the terms open market because of the Placement Notice will controlexistence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy).

Placements. Each time that the Company Company, in its sole discretion, wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent NSC by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 NSC set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent NSC 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent NSC in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent NSC will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent NSC and the Agent NSC does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties hereto) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which must be evidenced by a written notice to the Company, addressed to the individuals set forth on Schedule 3 within one (1) Business Day after receipt of such Placement Notice), (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of (i) the number or dollar value of Placement Shares to be sold, (ii) the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one Trading Day day or in any one transaction, and (iv) any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV, acting in good faith, declines to accept the terms contained therein for any reason, in its sole discretiontherein, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (the “Placement Shares Shares”) to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Agent DBSI by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price per share below which sales may not be made (a “Placement Notice”), the a form of which containing such necessary minimum sales parameters is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 DBSI set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by DBSI unless and until (i1) in accordance with the Agent notice requirements set forth in the second sentence of this paragraph, DBSI 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 thereunder Securities have been sold, (iii3) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v5) this the Agreement has been terminated under the provisions of Section 1213 or (6) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Agent DBSI in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Agent DBSI will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent DBSI and the Agent DBSI does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (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 amount of Placement Shares to be soldissued, 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 hereof) and any minimum price below which sales may not be made (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4 hereof, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify a Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the Parties) (a “Placement Notice”), the form of which is attached hereto as Schedule 1, specifying the number or dollar value of Placement Shares to be soldShares, 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 day and any minimum price below which sales may not be made (a “Placement Notice”)made, the form of which is attached hereto as Schedule 1and such other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1213. 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 2. 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 or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Partnership wishes to issue and sell 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 Partiesparties hereto) of the number or dollar value of Placement Shares Units to be soldsold (including the specific number of Common Units and Preferred Units, respectively), 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The 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) 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 Units thereunder have has been sold, ; (iii) the Company Partnership suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Partnership in its sole discretion, ; or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent will have any obligation whatsoever with respect to a Placement 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. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be sold, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, 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. The receipt of the Placement Notice shall be acknowledged by the Agent by providing email notice to the Company. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which the Agent shall 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 shall be deemed to be accepted by the Agent in accordance with its terms), (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline and the Company does not suspend or terminate such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) 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 Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing (including by email) by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, 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 and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing (including by email correspondence) to accept the terms contained therein for any reason, in its sole discretiondiscretion within one (1) Business Day (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company or the Agent suspends or terminates sales of Placement Shares under the Placement Notice for any reason, in its sole discretion, accordance with Section 4 or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares through the Agent shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. 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 2. It is expressly acknowledged and agreed that neither the Company nor the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.