Common use of Sale of Placement Shares by Agent Clause in Contracts

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such Placement Shares up to the amount specified and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 7(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, [Agent], for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “ExchangeNYSE”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent [Agent] will provide written confirmation to the Company (including by email) email correspondence to each of the individuals at the Company set forth on Exhibit B, if receipt of such correspondence is actually acknowledged by any of the individuals to whom notice is sent, other than via auto reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent [Agent] pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent [Agent] (as set forth in Section 5(a7(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, Agent [Agent] may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the ExchangeNYSE, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, Agent [Agent] may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein in a Placement Notice has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by emailemail correspondence) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the Company’s prior written consent. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which the Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by emaila “Confirmation Notice”) to the Company by email notice (or other method mutually agreed to in writing by the parties) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject Subject to the terms of a Placement Notice and with the Placement Noticeprior written consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactionsa public offering registered pursuant to the Registration Statement to the Agent as principal for its own account at a price agreed upon at the time of sale (an “Agent Purchase”) provided, however, that if during any period the Agent, together with its affiliates, holds an interest equal to or exceeding 5% of the Company’s outstanding Common Shares or voting power, then the aggregate number of Common Shares the Company may sell to Agent, together with its affiliates, during such period cannot exceed either 1% of the Company’s outstanding Common Shares or voting power before the sale. The If the Company acknowledges and agrees that (i) there can be no assurance that Agent engage in an Agent Purchase, the Company and Agent will be successful in selling Placement Shares, (ii) enter into a separate agreement setting forth the terms of such Agent will incur no liability or obligation to Purchase and the Company or any other person or entity if it does not sell Placement Shares for any reason other than will disclose such agreement in a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares separate Prospectus Supplement (as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementdefined below). For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange Nasdaq Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number and volume-weighted average price of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act415(a)(4), including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. After consultation with the Company and subject prices and/or any other method permitted by law, including, but not limited to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful , subject, in selling Placement Sharesthe case of privately negotiated transactions, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure prior written consent by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Capital Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company (including by emailemail correspondence) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day to each of the individuals set forth on Schedule 3 on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Ordinary Shares or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges ; provided that in the event that the purchaser of Placement Shares in such privately negotiated transaction(s) will hold, following such purchase, 5% or more of the Company’s issued share capital or of the voting rights in the Company, then, upon and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharesas a condition to such issuance, (ii) Agent will incur no liability or obligation such purchaser shall deliver to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading an executed copy of an undertaking towards the Office of the Chief Scientists of the Israeli Ministry of Industry, Trade and sales practices to sell such Placement Shares Labor (the “OCS”) substantially in the form attached hereto as required under this Section Exhibit 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Ordinary Shares are purchased and sold is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Nasdaq Stock Exchange Market LLC (the “ExchangeNasdaq”), ) to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation to the Company (including by email) 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) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to Agent pursuant to Section 2 with respect to such salesPlacement Shares sold, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market . Agent shall not purchase Placement Shares for the Common Shares or its own account as principal unless expressly authorized to or through a market maker. After consultation with do so by the Company and subject to the terms of the in a Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, Shares and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement4. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are Stock is purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Select Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares or to or through a market makerStock. After consultation with the Company and subject Subject to the terms of the any Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharestransactions at market prices prevailing at the time of sale and/or any other method permitted by law, (ii) Agent will incur no liability or obligation subject to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementprior written consent of the Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, the Agent shall not, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or any successors laws.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Capital Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares or to or through a market makerStock. After consultation with the Company and subject Subject to the terms of the any Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharestransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, (ii) Agent will incur no liability or obligation subject to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementprior written consent of the Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, the Agent shall not engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities, in each case, if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or any other law applicable to the Agent.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NYSE MKT (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with consent of the Company. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, neither Agent nor any of its subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or any other law applicable to the Company.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York Stock NYSE MKT, LLC (the “NYSE-MKT” and, together with the TSX Venture Exchange (the “ExchangeTSXV”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketat-the-market distribution” offering as defined in Rule 415 of the Securities ActNI 44-102, including without limitation sales made directly on the ExchangeNYSE-MKT, on any other existing trading market for the Common Shares in the United States or to or through a market makermaker in the United States. After consultation with With the Company and subject to prior written consent of the Company, which may be provided in the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactionstransactions in the United States. The Company acknowledges During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading anti-manipulation rules under the Securities Act and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement9.1 of NI 44-102. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE-MKT.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York NYSE MKT, LLC (the “NYSE” and, together with the Toronto Stock Exchange (the “ExchangeTSX”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketat-the-market distribution” offering as defined in Rule 415 of the Securities ActNI 44-102, including without limitation sales made directly on the ExchangeNYSE, on any other existing trading market for the Common Shares in the United States or to or through a market makermaker in the United States. After consultation with With the Company and subject to prior written consent of the Company, which may be provided in the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactionstransactions in the United States. The Company acknowledges During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading anti-manipulation rules under the Securities Act and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement9.1 of NI 44-102. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE.

Sale of Placement Shares by Agent. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act415(a)(4), including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. After consultation with the Company and subject prices and/or any other method permitted by law, including, but not limited to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful , subject, in selling Placement Sharesthe case of privately negotiated transactions, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure prior written consent by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Select Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with With the Company and subject to the terms prior express written consent of the Company, which may be provided in its Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that Agent event will be successful it or any of Agent’s affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization or obligation other trading activity with regard to the Company Common Stock if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required anti-manipulation rules under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Securities Act. For the purposes hereof, “Trading Day” means any day on which Common Shares are Stock is purchased and sold on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the a Placement Notice, Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange The NASDAQ Global Select Market (the “Primary Stock Exchange”), to sell such the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of of, such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the a Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of and agreed to by the Securities ActCompany and the Agent, including without limitation sales made directly on the Primary Stock Exchange, on any other existing trading market for by means of ordinary brokers’ transactions between members of the Common Shares Primary Stock Exchange, or to or through a market maker. After consultation with the Company and subject Subject to the terms of a Placement Notice and with the Placement NoticeCompany’s express prior written consent, Agent may also sell Placement Shares in privately by any other method permitted by law, including but not limited to negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are Preferred Stock is purchased and sold on the principal Primary Stock Exchange. During the term of this Agreement, neither Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, Agent, or (iii) any market on which making, bidding, purchasing, stabilization or other trading activity with regard to the Common Shares are listed Preferred Stock or quotedrelated derivative securities, or attempting to induce another person to do any of the foregoing, if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. During the term of this Agreement, neither Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for Agent’s (or its affiliates’ or subsidiaries’) own account.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market makerAct Regulations. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of any exchange on which the Common Stock may be quoted or listed, including, but not limited to, the OTC Bulletin Board (“OTCQB”) or the New York Stock Exchange or Nasdaq, as the case may be (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 and Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the American Stock Exchange (the “Exchange”), on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which the Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange. During the term of this Agreement, neither Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, Agent or (iii) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. The Company acknowledges and agrees that (i1) there can be no assurance that Agent will be successful in selling Placement Shares, (ii2) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Section 3, Agreement and (iii3) Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement. For , except as otherwise agreed in writing by Agent and the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedCompany.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NYSE MKT (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the price per share at which each sale of Placement Shares occurs on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that event will the Agent will be successful or its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization or obligation other trading activity with regard to the Company Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. The Agent also agrees that during the term of this Agreement in no event will it, or any other person of its affiliates, directly or entity if it does indirectly effect or agree to effect any Short Sales of the Company’s securities. For the purposes hereof, “Short Sales” shall include without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (iiias defined in Rule 16a-1(h) Agent shall be under no obligation to purchase Shares the Exchange Act) or similar arrangements (including on a principal basis pursuant to this Agreementtotal return basis), or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Select Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation subject to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementprior written consent of the Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, the Agent shall not, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale that is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities, in each case, if such activity would be prohibited in any material respect under Regulation M or other anti-manipulation rules under the Securities Act, the Securities Act Regulations, or any other law or regulation applicable to the Agent.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NYSE American (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market makerAct Regulations. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.

Sale of Placement Shares by Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Agent will use its their commercially reasonable efforts consistent with its their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), ) to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of of, such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions, subject to approval by the Company. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York NYSE MKT, LLC (the “NYSE” and, together with the Toronto Stock Exchange (the “ExchangeTSX”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the Exchange, on NYSE or any other existing trading market for the Common Shares in the United States, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market makerprices and/or any other method permitted by law. After consultation with During the Company term of this Agreement, and subject notwithstanding anything to the terms of contrary herein, the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required anti-manipulation rules under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Securities Act. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE.