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

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under the Securities Act (“Rule 415”), including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in a the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules rules, and regulations and the rules of the New York Nasdaq Stock Exchange Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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 sold Placement Shares hereunder 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 for 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at-the-at the market” offering as defined in Rule 415 under 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, Exchange or on any other existing trading market for the Common Stock or Stock, to or through a market makermaker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of 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, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by lawlaw and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (Act. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Rule 415”), including without limitation sales made directly Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 The Nasdaq Stock Exchange Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell agrees that all sales of the Placement Shares by any method the Agent will be made only by methods permitted by law and deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”), including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makerAct. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to privately negotiated transactions, with the Company’s consent. “

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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, subject to the prior written consent by the Company. “

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions of this Agreement, the Agent, for the period specified in a the Placement Notice, the 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 Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement NoticeNotice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent will be made only by law methods deemed to be an “at-the-at the market” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Regulations, including without limitation limitation, sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject , by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the terms Exchange in accordance with Rule 153 under the Securities Act Regulations and (ii) any other sales of a Placement Notice, the Agent may also sell Placement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by any other method permitted by law, including but not limited to negotiated transactionsthe Company and the Agent. “

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions of this Agreement, the Agent, for the period specified in a the Placement Notice, the 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 Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement NoticeNotice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent will be made only by law methods deemed to be an “at-the-at the market” offering as defined in Rule 415 under of the Securities Act Regulations and (“Rule 415”), including without limitation sales made directly on the Exchange, on ii) any other existing trading market for sales of the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by any other method permitted by law, including but not limited to negotiated transactionsthe Company and the Agent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Shares, in negotiated transactions (with the prior written consent of the Company) at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which the Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange (the “Exchange”)Market, to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange, on ”) or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law. Notwithstanding the foregoing, including but not limited no sale may be made in a privately negotiated transaction by the Agent pursuant to negotiated transactionsthis Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection ‎5(a), the Agent upon receipt of a Placement Notice, for the period specified in a the Placement Notice, the 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 “Exchange”)The Nasdaq Global Select Market, to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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 ‎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(b‎5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through The Nasdaq Global Select Market (the “Exchange, on ”) or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (Act. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Rule 415”), including without limitation sales made directly Trading Day” means any day on which shares of Preferred Stock are purchased and sold on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 The NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell agrees that all sales of the Placement Shares by any method the Agent will be made only by methods permitted by law and deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”), including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makerAct. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions, with the Company’s consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Global Select Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice, including without limitation any limit orders that may be placed by the Company. The Agent will provide written confirmation 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 of this Agreement 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by lawlaw and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Global Market (the “ExchangeNasdaq”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement NoticeNotice and the terms of this Agreement, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on or through Nasdaq or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stock is traded on Nasdaq.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange (the “Exchange”)Market, to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Nasdaq Global Market (the “Exchange, on ”) or any other existing trading market for the Common Stock Preferred 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law. Notwithstanding the foregoing, including but not limited no sale may be made in a privately negotiated transaction by the Agent pursuant to negotiated transactionsthis Agreement without the prior written consent of the Company. “Trading Day” means any day on which Preferred Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Nasdaq Stock Market LLC applicable to companies listed on the New York Nasdaq Capital Market or other national securities exchange on which the Common Stock Exchange is listed (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (Act. “Rule 415”), including without limitation sales made directly Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market makerprices. Subject to the terms of a the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactionslaw with the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a the Placement Notice, the 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 NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Act, including including, without limitation limitation, sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions, with the Company’s consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 NYSE American (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (Act. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Rule 415”), including without limitation sales made directly Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, the Agent, for the period specified in a the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules rules, and regulations and the rules of the New York Nasdaq Stock Exchange Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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 sold Placement Shares hereunder 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 for 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at-the-at the market” offering as defined in Rule 415 under 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, Exchange or on any other existing trading market for the Common Stock or Stock, to or through a market makermaker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of 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, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 The NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell agrees that all sales of the Placement Shares by any method the Agent will be made only by methods permitted by law and deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”), including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makerAct. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to privately negotiated transactions, with the Company’s consent. “

Sale of Placement Shares by the Agent. a. 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, the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange Market LLC and the Nasdaq Global Select Market (the “ExchangeNasdaq”), ) to sell the such Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation to the Company (including by e-mail correspondence to each of the individuals of the Company set forth on Schedule 2 hereto) 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 of this Agreement 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(b)5(a) of this Agreement) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Act, including without limitation sales made directly on the Exchange, Nasdaq or on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions. “the

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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 Gross Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent Execution Fees (as set forth in Section 5(b)) from the gross proceeds that it receives from shall receive in connection with such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock Placement Shares or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions, with the Company’s consent. “Trading Day” means any day on which ADSs are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NYSE American, LLC (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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 average price realized, 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares may be offered and sold by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock 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 maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stocks are traded on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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, day of 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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, subject to prior written consent by the Company. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 The Nasdaq Stock Exchange Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Market (the “ExchangeNasdaq”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under the Securities Act (“Rule 415”), including without limitation sales by means of ordinary brokers’ transactions made directly on the ExchangeNasdaq, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, with the Company’s consent the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactionstransactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 The Nasdaq Stock Exchange Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares (i) as block transactions, or (ii) by any other method permitted by law deemed to be an “at-the-at the market” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makerStock. Subject to the terms of 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 or to or through a market maker, subject to the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation to the Company (including by email correspondence) 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Ordinary Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but . The Agent shall not limited to sell Placement Shares in a negotiated transactionstransaction without the prior written consent of the Company. “Trading Day” means any day on which Ordinary Shares is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent that receives a Placement Notice, for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange (the “Exchange”)Market, to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange, on ”) or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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, subject to prior written consent by the Company. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market makerprices. Subject to the terms of a the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactionslaw with the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange (the “Exchange”)Market, to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Nasdaq Capital Market (the “Exchange, on ”) or any other existing trading market for the Common Stock 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. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NYSE American or any other national securities exchange on which the Common Shares are then primarily listed (in each case, the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which Common Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by lawlaw and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Stock Ordinary Shares, in negotiated transactions (with the prior written consent of the Company) at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by prices and/or any other method permitted by law, including but not limited to negotiated transactions. “Trading Day” means any day on which the Ordinary Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in a the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules rules, and regulations and the rules of the New York Nasdaq Stock Exchange Market (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, of such Placement Notice. The Designated Agent will provide written confirmation 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 sold Placement Shares hereunder hereunder, setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to for such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Designated Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at-the-at the market” offering as defined in Rule 415 under 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, Exchange or on any other existing trading market for the Common Stock or Stock, to or through a market makermaker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 The NASDAQ Stock Exchange Market, LLC (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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 consent; provided, however, that any such transactions shall be in compliance with the rules of the Exchange, including without limitation NASDAQ Listing Rule 5635. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 The Nasdaq Capital Market ( “ExchangeNasdaq”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by lawlaw and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, the Agent, for the period specified in a the Placement Notice, the 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 Market(the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell agrees that all sales of Placement Shares by any method the Agent will be made only by methods permitted by law and deemed to be an “at-the-at the market” offering as defined in Rule 415 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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 subject to prior written approval by the Company. “Trading Day” means any day on which Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the 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 “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the The Agent may sell Placement Shares make sales pursuant to each order by any method permitted by law deemed to be an “at-the-market” offering as defined law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited) that qualify for delivery of a Prospectus in accordance with Rule 415 153 under the Securities Act and meet the definition of an “at the market offering” under Rule 415(a)(4) under the Securities Act, (“Rule 415”), including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or ii) to or through a market maker. Subject to the terms , (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a Placement Noticenational securities association, the Agent may also sell Placement Shares by an alternative trading system, or any other method permitted by lawmarket venue, including but not limited to (iv) in the over-the-counter market, (v) in privately negotiated transactions, or (vi) through a combination of any such methods. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. a. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 Nasdaq Stock Exchange Market (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 under 415(a)(4) of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of 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, subject to the prior written consent by the Company. “

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions provisions of this AgreementSection 5(a), the Agent, for the period specified in a the Placement Notice, the 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 NYSE MKT (the “Exchange”), to sell the Placement Shares up to the amount specified inspecified, and otherwise in accordance with the terms of, of such Placement Notice. The Agent will provide written confirmation 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(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a 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 under of the Securities Act (“Rule 415”)Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker, that is consistent with the “Plan of Distribution” section of the Prospectus Supplement. Subject to the terms of 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, subject to the prior written consent by the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.