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

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an 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 Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares 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 sold 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 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 the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 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, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq New York Stock Market Exchange (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 sold made sales of 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 for 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 the a 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(a)(1)(x) and Rule 415(a)(4) of 415 under the Securities Act Regulations(“Rule 415”), including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly to the Placement Agent as principal in negotiated transactionsmaker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including in privately but not limited to 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. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common StockShares, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions (with the prior written consent of the Company) at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold the 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 an 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, rules and regulations and the rules of the Nasdaq Stock The NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 Schedule 2 for 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 the Placement NoticeNotice and the terms and conditions set forth herein, the Agent agrees that (i) all sales of Placement Shares may by the Agent will be sold hereunder made only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation, sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly maker, by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the Placement Agent as principal Exchange in negotiated transactions. Subject to accordance with Rule 153 under the terms 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 in privately negotiated transactions, with the Company’s consentCompany and the Agent. “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 provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly to the Placement Agent as principal in negotiated transactionsmaker. 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 subject to the prior written consent by 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. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq Stock Market NYSE American LLC (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 sold made sales of 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 for 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 the a Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 in privately negotiated transactions, with the Company’s consentAct. “Trading Day” means any day on which shares of Common Stock is are purchased and sold on the Exchange. During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (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) in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any third party customer accounts.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection ‎5(a), each Agent, at any time it is an Agentthe Agent upon receipt of a Placement Notice, 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, rules and regulations and the rules of the The Nasdaq Stock Market (the “Exchange”)Global Select Market, to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for ‎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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through The Nasdaq Global Select Market (the Exchange “Exchange”) or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case, if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Global Select 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO under the Exchange Act, or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case, if such activity would be prohibited under Regulation M under the Exchange Act or other anti-manipulation rules under the Securities Act. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of the Agent or transactions by the Agent to facilitate any such transactions by or on behalf of any customer of the Agent.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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 state, provincial and federal laws, rules, rules and regulations and the rules of the Nasdaq Stock Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 the Placement Notice, the Agent may sell Placement Shares may be sold hereunder only by any method permitted by law methods deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act RegulationsRegulations or an “at-the-market distribution” as defined in Section 1.1 of NI 44-102, including without limitation sales made directly on the Exchange Nasdaq or on any other existing trading market for the Common Stock, to or through a market maker or directly to Shares in the Placement Agent as principal United States and otherwise in negotiated transactionsaccordance with Part 9 and Part 9A of NI 44-102. Subject to the terms of a Placement Notice, In no event will the Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions. During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any of its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Company’s consentPlacement Shares if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or the equivalent securities laws in Canada. “Trading Day” means any day on which Common Stock is purchased and sold Shares are traded on the ExchangeNasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq Stock Market LLC (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 sold made sales of 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 for 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 the a Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 in privately negotiated transactions, with the Company’s consentAct. “Trading Day” means any day on which shares of Common Stock is are purchased and sold on the Exchange. During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (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 proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any third party customer accounts.

Sale of Placement Shares by the 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, each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq New York Stock Market Exchange (the “Exchange”), to sell the such Placement Shares up to the amount specified, 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 sold made sales of Placement Shares hereunder, hereunder setting forth the number of Placement Shares sold on such day, the prices at which such Placement Shares were sold, the gross proceeds from such sales, the compensation payable by the Company to the Agent pursuant to Section 2 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act RegulationsAct, including sales made directly on or through the Exchange or on any other existing trading market for the shares of Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including 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. 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, each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Market LLC and the Nasdaq Global Select Market (the “ExchangeNasdaq”), ) to sell the such Placement Shares up to the amount specified, and otherwise in accordance with the terms 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange Nasdaq or on any other existing trading market for the Common Stock, to or through a market maker 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 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.the

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO or (ii) 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. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of such Agent or transactions by such Agent to facilitate any such transactions by or on behalf of any customer of such Agent.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an Agentthe Agent that receives a Placement Notice, 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, rules and regulations and the rules of the Nasdaq Stock Market (the “Exchange”)Market, to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange Nasdaq Global Select Market (the “Exchange”) or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq New York Stock Market Exchange (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Placement Shares or to or through a market maker or directly to the Placement Agent as principal in negotiated transactionsmaker. 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 ADSs are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an 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 Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares 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 sold 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 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 the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 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. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock 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 (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) under the Securities Act. During the term of this Agreement, neither the Agent nor an affiliate purchaser (as such term is defined in Regulation M) shall, 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 making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act Regulations, including sales made directly on the or Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the ExchangeAct.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq New York Stock Market Exchange (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 sold made sales of 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 for 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 The Agent may make sales pursuant to the terms of the Placement Notice, Placement Shares may be sold hereunder each order by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited) that qualify for delivery of a Prospectus in accordance with Rule 153 under the Securities Act and meet the definition of an “at the market offering” under Rule 415(a)(4) under the Securities Act, (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions, with the Company’s consentor (vi) through a combination of any such methods. “Trading Day” means any day on which shares of Common Stock is are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the The Nasdaq Stock Capital 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, 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 sold made sales of 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 for 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 the a Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly to the Placement Agent as principal in negotiated transactionsmaker. 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 in privately but not limited to negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Global 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactionstransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Subject to the terms of a the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, law with the prior written consent of the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold 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 an Agent, for the period specified in 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 Nasdaq Stock NASDAQ Capital 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 sold made sales of 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 for 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 the a 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(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act RegulationsAct, including including, without limitation, sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly to the Placement Agent as principal in negotiated transactionsmaker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including in privately but not limited to 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. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an a Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices practices, and applicable state and federal laws, rulesrules and regulations, and regulations and the rules of the Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares in accordance with the terms 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 sold Placement Shares 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 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 the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 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. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the The Nasdaq Stock Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 the Placement Notice, the Agent may sell Placement Shares may be sold hereunder (i) as block transactions, or (ii) by any other method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, to or through a market maker 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 transactionstransactions or to or through a market maker, with subject to the prior written consent of the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including without limitation sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law. During the term of this Agreement and notwithstanding anything to the contrary herein, including the Agent agrees that in privately negotiated transactionsno event will the Agent or its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Company’s consentCommon Stock or related derivative securities if such activity would be prohibited under Regulation M under the Exchange Act (“Regulation M”) or other anti-manipulation rules under the Securities Act. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Capital 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactionstransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Subject to the terms of a the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, law with the prior written consent of the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Market NYSE MKT (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange or Exchange, on any other existing trading market for the Common Stock, Stock or to or through a market maker or directly to maker, that is consistent with the Placement Agent as principal in negotiated transactions“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, with subject to the prior written consent by the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares up to the amount specified, 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on block transactions, by means of ordinary brokers’ transactions (whether or not solicited) between members of the Exchange or on any other existing trading market that qualify for delivery of a Prospectus to the Common StockExchange in accordance with Rule 153 of the Securities Act, to or through a market maker maker, directly on or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms 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 in the over-the-counter market, in privately negotiated transactions, with the Company’s consentor through a combination of any such methods. “Trading Day” means any day on which Common Stock is purchased and sold the Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an Agent, for the period specified in the 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, rules and regulations and the rules of the Nasdaq Stock Global 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 sold made sales of 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 for 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 the a Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) 415 of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 in privately negotiated transactions, with the Company’s consentAct. “Trading Day” means any day on which shares of Common Stock is are purchased and sold on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO promulgated under the Exchange Act, or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case, if such activity would be prohibited under Regulation M promulgated under the Exchange Act or other anti-manipulation rules. For the avoidance of doubt, the restrictive covenant in the prior sentence shall not apply to transactions by or on behalf of any customer of the Agent or transactions by the Agent in the furtherance of the distribution of Common Stock hereunder or to facilitate any such transactions by or on behalf of any customer of the Agent.

Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, each Agent, at any time it is an a Designated 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 Nasdaq Stock Market (the “Exchange”), to sell the Placement Shares in accordance with the terms 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 sold Placement Shares 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 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 the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker 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 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. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Capital 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange. While a Placement Notice is in effect, neither the Agent nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO under the Exchange Act, or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case, if such activity would be prohibited under Regulation M under the Exchange Act or other anti-manipulation rules under the Securities Act. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of the Agent or transactions by the Agent to facilitate any such transactions by or on behalf of any customer of the Agent.

Sale of Placement Shares by the Agent. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is an 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, rules and regulations and the rules of the Nasdaq Stock Global 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 sold made sales of 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 for 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 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 marketmarket offering” offering as defined in Rule 415(a)(1)(x) and Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common StockOrdinary Shares, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions (with the prior written consent of the Company) at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold the Ordinary Shares are traded on the Exchange.