Common use of Transactions Clause in Contracts

Transactions. (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.

Transactions. (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales AgentBNYMCM, and the Sales Agent BNYMCM shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent BNYMCM will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent BNYMCM will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent BNYMCM may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent BNYMCM will be successful in selling Issuance Shares and (B) the Sales Agent BNYMCM will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent BNYMCM to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent BNYMCM will be acting as agent for the Company and not as principal.

Transactions. (i) Upon the terms and subject to the conditions of this Agreementset forth herein, on any Trading Day as provided in Section 2.03(b) hereof during the Commitment Period on which the conditions set forth in Section 5.01 hereof have been satisfied, the Company may issue exercise an Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon by the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale executed by an authorized officer of the Company, to BNYMCM. The number of Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will that BNYMCM shall use its commercially reasonable efforts consistent with its normal trading and sales practices to sell sell, on behalf of the Company, pursuant to such Issuance Shares up shall have an aggregate Sales Price equal to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Issuance. Each sale of Issuance Shares will be settled as between BNYMCM and the Company on each applicable Issuance Settlement Date following the relevant Issuance Date. Upon the terms and subject to the conditions set forth herein, on any Trading DayDay as provided in Section 2.03(b) hereof during the Commitment Period on which the conditions set forth in Section 5.01 hereof have been satisfied, the corresponding Sales Price Company may exercise a Forward by the delivery of a Transaction Notice specifying that it relates to a “Forward,” executed by an authorized officer of the Company, to the Forward Seller and the Issuance Price payable to the Company in respect thereofForward Purchaser. The Sales Agent may sell Issuance number of Forward Hedge Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to Forward Purchaser shall use its commercially reasonable efforts consistent with to borrow and that the Forward Seller shall use its normal trading and sales practices commercially reasonable efforts to sell sell, on behalf of the Company, pursuant to such Issuance Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount for such Forward. Each sale of Forward Hedge Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting settled as agent for between the Company Forward Seller and not as principalthe Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant Forward Date.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Globex Transfer, LLC RE: Sale of this Agreement, Shares of Common Stock of ViewRay Incorporated (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: ViewRay Incorporated 0 Xxxxxx Xxxxxx Xxx Oakwood Village, OH 44146 Attn: Chief Financial Officer Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of ViewRay Incorporated (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderGlobex Transfer, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales AgentKBCM, and the Sales Agent KBCM shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent KBCM will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent KBCM will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent KBCM may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent KBCM will be successful in selling Issuance Shares and (B) the Sales Agent KBCM will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent KBCM to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent KBCM will be acting as agent for the Company and not as principal.

Transactions. (a) (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will use commercially reasonable efforts to provide written confirmation to the Company not later than 6:00 p.m. Eastern Time on the Issuance Date, and will in no event provide such confirmation later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting hereunder. Such written confirmation will set forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b)) herein. The Company acknowledges and agrees that (Ai) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (Bii) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.

Transactions. (a) (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales AgentBNYMCM, and the Sales Agent BNYMCM shall use its commercially reasonable efforts to sell Issuance Shares, Shares with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under by the Sales Agency AgreementsForward Seller hereunder, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreementsthis Agreement, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold by the Forward Seller under the Sales Agency Agreements, this Agreement equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled suspended or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent BNYMCM will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent BNYMCM will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (Ai) there can be no assurance that the Sales Agent BNYMCM will be successful in selling Issuance Shares and (Bii) the Sales Agent BNYMCM will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent BNYMCM to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent BNYMCM will be acting as agent for the Company and not as principal.

Transactions. (i) Upon the terms and This Agreement is subject to Article 4A of the conditions Uniform Commercial Code - Funds Transfers as adopted by the state in which you opened your account. If you send or receive a wire transfer, you agree that Fedwire may be used. Federal Reserve Board Regulation J governs transactions made over Fedwire. We provide separate agreements that govern certain types of this Agreementfunds transfers. If one or more separate agreements is applicable, these terms supplement those of such agreements to the extent that these provisions are not in conflict with such agreements. When you originate a wire transfer and you identify the beneficiary’s financial institution, an intermediary bank, or beneficiary by name and number, we and every receiving or beneficiary institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person or account other than the one named. You agree to issue wire transfers in accordance with security procedures established by us from time to time and you agree that such security procedures are commercially reasonable and are not intended to detect errors in the wire transfer. You expressly agree to be bound by any wire transfer request, amendment and cancellations issued in your name and accepted by us in compliance with such security procedure, whether the wire transfer request, amendment or cancellation is or is not authorized. Wire transfers may be made only on our Business Days. We have a cut off time for the receipt of wire transfers. A wire transfer request received by us after the wire transfer cutoff time on a Business Day will be treated as received on our next Business Day. We may change our wire transfer cutoff time and Business Days. You authorize us to select intermediary bank(s) to complete a payment order even if the payment order specifies another intermediary bank. If we use an intermediary bank(s), you hereby designate that bank an intermediary bank. We are not responsible for the actions or inactions of the beneficiary bank or any intermediary bank. You instruct each intermediary bank, receiving bank and beneficiary bank to deduct its wire transfer fees from the amount of the wire transfer. You agree that we have no obligation to execute or accept any wire transfer request and we may reject any wire transfer request for any reason without notice to you. We will not be liable to you for damages or interest for failing or refusing to execute or accept a wire transfer request even if you have paid us for, or you have a withdrawable credit balance for, the Company amount of the wire transfer. If we execute a wire transfer request, you agree that we may deduct the amount of the wire transfer and our fees from your account. You agree that we have no obligation to act on a request by you to cancel or amend a wire transfer request issued by you but may do so at our option. If we accept a cancellation or an amendment of a wire transfer request issued by you, you must issue Issuance Shares through the Sales Agentamendment or cancellation in accordance with our security procedures. Cancellations of or amendments to wire transfer requests, if accepted, must be received by us before the cutoff hour we establish. To be effective, an amendment or cancellation of a wire transfer request must be received at a time and in a manner to give us a reasonable opportunity to act on it before we execute or accept your original wire transfer request. If we accept a cancellation or amendment of a wire transfer request, you hereby agree to indemnify, defend all claims, and hold us harmless from any loss, damages, or expenses, including but not limited to attorneys’ fees, experienced by us as the result of our acceptance of the cancellation or amendment. You agree that we are not required to notify you of any incoming wire transfer, ACH credit entry, or other electronic transfer of funds in your account. If we credit your account with the amount of an incoming wire transfer, ACH credit entry, or other electronic transfer of funds and you make an inquiry on your account and determine that you have received credit, such inquiry does not constitute notice from us of receipt and acceptance of the incoming wire, ACH credit entry, or other electronic transfer of funds. You agree that any notice of such a transfer that we may give you shall not impose any duty on us to notify you of any other such transfer. If you are a party to an ACH entry, you agree that your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state in which you opened your account and you further agree to be bound by the rules and regulations of the National Automated Clearing House Association (“NACHA”) Operating Rules, Rules of any local ACH, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with rules of any other system through which the entry is made. If you are the Receiver of an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold ACH credit or debit entry that is designated as an International ACH Transaction under the Sales Agency AgreementsNACHA Rules, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold we are required under the Sales Agency Agreements, plus NACHA Rules to review the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject transaction to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying make sure that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares violate or conflict with U.S. law. This review may delay the posting of the ACH entry and the entry may not post to your account on the effective date of the entry. You acknowledge and agree that we are not liable for (and you release us from) any reason other than and all loss, liability, and/or damage caused by, arising out of, or resulting from (1) any inaccuracy, act, or failure to act on the part of any person who is not our employee, (2) your negligence or misconduct by you or any person that you have authorized to make a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderwire transfer request, (3) any error you make in any information you provide us including, but not limited to, the Sales Agent will be acting as agent for the Company and not as principal.date, name, account or other number, (4) your issuance of a duplicate wire transfer request,

Transactions. Accordingly, effective as of the Effective Time: (iA) Upon each such Assumed Warrant shall be exercisable solely for shares of GigCapital5 Common Stock; (B) the terms number of shares of GigCapital5 Common Stock subject to each Assumed Warrant shall be determined by multiplying the number of shares of Company Common Stock subject to such In-the-Money Company Warrant, as in effect immediately prior to the Effective Time, by the Per Share Merger Consideration, and rounding the resulting number down to the nearest whole number of shares of GigCapital5 Common Stock; (C) the per share exercise price for the GigCapital5 Common Stock issuable upon exercise of each Assumed Warrant shall be determined by dividing the per share exercise price for the shares of Company Common Stock subject to the conditions of this AgreementIn-the-Money Company Warrant, as in effect immediately prior to the Company may issue Issuance Shares through Effective Time, by the Sales AgentPer Share Merger Consideration, and rounding the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of resulting exercise price up to the Maximum Program Amount, less nearest whole cent; and (D) the aggregate Sales Price for any Forward Hedge Shares previously sold under holder of each In-the-Money Company Warrant outstanding as of immediately prior to the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates Effective Time shall be entitled to an “Issuance,” as the Company in its sole discretion shall choose contingent right to deliver during the Commitment Period until the aggregate Sales Price receive a portion of the Issuance Shares sold under the Sales Agency AgreementsMerger Consideration Earnout Shares, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreementsif, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing as and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated when payable in accordance with the terms provisions of this AgreementSection 3.07. Effective as of the Effective Time, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up each Company Warrant (other than any In-the-Money Company Warrant) that is outstanding immediately prior to the amount specified in such Transaction Notice into the Principal MarketEffective Time, and otherwise whether vested or unvested, shall, in accordance with the terms provisions thereof (for the avoidance of such Transaction Noticedoubt, as may be amended following the date of this Agreement with the written approval of GigCapital5), be canceled without any conversion thereof and no payment or distribution shall be made, and the holder thereof shall cease to have any rights, with respect thereto. The Sales Agent will provide written confirmation At or prior to the Company no later than Effective Time, the opening parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable Company Warrants (including by causing or entering into any amendments thereto) pursuant to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under provisions of this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal3.01(c).

Transactions. (i) Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof during the Commitment Period on which (x) the conditions set forth in Section 5.01 and Section 5.02 hereof have been satisfied and (y) no event described in clause (x) or clause (y) of this Agreementthe proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company may issue exercise an Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon by the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless executed by the sale Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer or any Senior Vice President of the Company, to Sales Agent. The number of Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the that Sales Agent will shall use its commercially reasonable efforts consistent with its normal trading and sales practices to sell pursuant to such Issuance Shares up shall have an aggregate Sales Price equal to the amount specified Issuance Amount. Each Issuance will be settled on the applicable Settlement Date following the Issuance Date. Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in such Section 2.03(b) during the Commitment Period on which the conditions set forth in Sections 5.01 and 5.02 have been satisfied, the Company may exercise its right to call for a Forward by the delivery of a Transaction Notice into specifying that it relates to a “Forward,” executed by the Principal MarketChief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer or any Senior Vice President of the Company, to the Forward Seller and otherwise in accordance with the terms of such Transaction NoticeForward Purchaser. The Sales Agent will provide written confirmation to the Company no later than the opening number of the Trading Day next following the Trading Day on which it has made sales of Issuance Forward Hedge Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to Forward Purchaser shall use its commercially reasonable efforts consistent with to borrow or to cause its normal trading affiliate to borrow and sales practices that the Forward Seller shall use commercially reasonable efforts to sell pursuant to such Issuance Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount. Each sale of Forward Hedge Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting settled as agent for between the Company Forward Seller and not as principalthe Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant Forward Date.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Selecta Biosciences, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Selecta Biosciences, Inc. 000 Xxxxxxx Xxx Xxxxxxxxx, XX 00000 Attn: General Counsel Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Selecta Biosciences, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Interpretation A.65 from the Securities and subject Exchange Commission, Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer RE: Sale of this Agreement, Shares of Common Stock of World Surveillance Group Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening Prospectus delivery requirements of the Trading Day next following Securities Act of 1933, as amended. Selling Stockholder (the Trading Day on which it has made sales beneficial owner): Record Holder (e.g., if held in name of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.nominee):

Transactions. (i) Upon The Merger shall have been consummated, or substantially simultaneously with the terms initial borrowings of the Revolving Loans under the Amended and subject to the conditions of this Restated Credit Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and be consummated in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated all material respects in accordance with the terms of this the Merger Agreement, without giving effect to any amendments, waivers or consents to the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices Merger Agreement by HMAN that are materially adverse to sell the interests of the Initial Revolving Lenders in their capacities as such Issuance Shares without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned; provided, that (a) any decrease in the aggregate merger consideration (x) of up to 10% shall not be materially adverse to the amount specified interests of the Initial Revolving Lenders in their capacities as such, (y) greater than 10% shall not be materially adverse to the interests of the Initial Revolving Lenders in their capacities as such Transaction Notice into so long as such decrease is allocated, to the Principal Marketextent reducing any merger consideration payable in cash, to reduce the Initial Term Loans (as defined in the Term Credit Agreement as in effect on the Amendment No. 2 Effective Date) ratably (or on a greater than pro rata basis) with the PIPE Investment, and otherwise (z) reducing only consideration payable in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation stock shall not be materially adverse to the Company no later than the opening interests of the Trading Day next following Initial Revolving Lenders in their capacities as such, (b) any increase in the Trading Day on which it has made sales purchase price shall not be materially adverse to the Initial Revolving Lenders in their capacities as such so long as such increase is funded by amounts permitted to be drawn hereunder, any increase in the PIPE Investment and/or the proceeds of Issuance Shares hereunder setting forth Qualified Capital Stock, (c) any amendment, waiver or consent to the portion definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Initial Revolving Lenders in their capacities as such, (d) other than with respect to the foregoing clause (c), the granting of any consent or waiver under the Merger Agreement that is not materially adverse to the interests of the Actual Sold Issuance Amount for Initial Revolving Lenders in their capacities as such Trading Dayshall not otherwise constitute an amendment or waiver, and (e) the corresponding Sales Price granting of any consent or waiver under the Merger Agreement with respect to any condition to closing based on (i) Closing Available Proceeds (as defined in the Merger Agreement) in Section 7.1(e) of the Merger Agreement, (ii) Cash and Cash Equivalents (as defined in the Issuance Price payable Merger Agreement) in Section 7.1(f) of the Merger Agreement, and/or (iii) Post-Closing Indebtedness (as defined in the Merger Agreement) in Section 7.1(g) of the Merger Agreement, in each case, shall not be materially adverse to the Company interests of the Initial Revolving Lenders in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares their capacities as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principalsuch.

Transactions. (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales AgentSCUSA, and the Sales Agent SCUSA shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent SCUSA will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent SCUSA will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent SCUSA may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent SCUSA will be successful in selling Issuance Shares and (B) the Sales Agent SCUSA will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent SCUSA to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent SCUSA will be acting as agent for the Company and not as principal.

Transactions. Before CSIdentity may (i) Upon sell all or substantially all of its assets (an “Asset Sale”), or (ii) effect a change of control through the terms sale of then outstanding shares of capital stock (which shall not include any strategic equity investment in CSIdentity by a third party whereby a third party is acquiring shares of capital stock in order to effect a change of control) or any form of merger, whether CSIdentity is or is not the surviving entity (a “Merger”), CSIdentity shall give written notice to Reseller of such proposed Asset Sale or Merger, as the case may be (each, a “Transaction”). During the Term, should CSIdentity receive a bona fide written offer to consummate a Transaction that CSIdentity has a bona fide intention to accept, CSIdentity shall promptly deliver to Reseller a written notice of such proposed Transaction upon written acceptance by CSIdentity of the offer. CSIdentity further agrees that in the case of a Transaction with Experian, CSIdentity will not allow the disclosure, access or use of any Reseller Confidential Information and/or property belonging to or deployed by Reseller by any employees or personnel of Experian who were not employees or personnel of CSIdentity prior to the acquisition and who had had access to the Reseller Confidential Information prior to the acquisition. As used in this Section 2(g), the limitation on disclosure of Reseller Confidential Information to Experian shall not include this Reseller Agreement, any amendments or supplements thereto, nor any information that is reasonably related thereto and necessary to handle the business and transactions associated with this Reseller Agreement and the performance thereunder, however, the parties agree that all of such information is Reseller Confidential Information. Reseller shall have the right to allow the disclosure, access or use of any Reseller Confidential Information or property belonging to or deployed by Reseller to employees or personnel of Experian, in its sole discretion. For the avoidance of doubt, the intent of this provision is to ensure that, without the prior written consent of Reseller, no Confidential Information of Reseller shall be disclosed, accessed or used by any employees or personnel of Experian who were not originally employees or personnel of CSIdentity prior to the acquisition and who had not had access to the Reseller Confidential Information prior to the acquisition. The foregoing confidentiality requirements regarding Experian are also subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, same exclusions and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on restrictions set forth in Section 7(b) and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price (c) of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Reseller Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.”

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Interpretation A.65 from the Securities and subject Exchange Commission, Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer & Trust Company RE: Sale of this Agreement, Shares of Common Stock of Corcept Therapeutics Incorporated. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Obalon Therapeutics, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Obalon Therapeutics, Inc. 0000 Xxxxxxxx Xxxxxxx, Suite F Carlsbad, California 92008 Attn: Xxxxxxx Xxxxxxxx, Chief Financial Officer Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Obalon Therapeutics, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (ishares in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock ‘against the box’ and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this Agreement, Common Shares of Merus N.V. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of Common Shares of the Issuance Shares Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Share Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a share certificate(s) or evidence of a book entry position representing more Common Shares than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess Common Shares in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Merus X.X. Xxxxxxxx 00 0000 XX Xxxxxxx Xxx Xxxxxxxxxxx Attn: Head of Issuance Legal U.S. Head of Legal Europe Annex I In connection with any excess shares to be returned to the Selling Shareholder upon a sale of Common Shares hereunder setting forth of Merus N.V. (the portion “Company”) included in the table of Selling Shareholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Achaogen, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Achaogen, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attn: Secretary Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Achaogen, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (ishares in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock ‘against the box’ and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Computershare Trust Company, N.A. RE: Sale of this Agreement, Ordinary Shares of MeiraGTx Holdings plc (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of Ordinary Shares of the Issuance Shares Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Share Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a share certificate(s) or evidence of a book entry position representing more Ordinary Shares than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening of certification set forth on Annex I, upon instructions from the Trading Day next following Company, you should return to the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount undersigned a newly issued certificate or book entry position for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance excess Ordinary Shares in the manner described in Section 2.01(b)name of the Record Holder without any restrictive legend. The Company acknowledges and agrees that (A) there can In addition, no subsequent certification will be no assurance required to be delivered to you by the undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Ardelyx, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title: cc: Ardelyx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, XX 00000 Attn: General Counsel

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this Agreement, Shares of Common Stock of Raptor Pharmaceutical Corp. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Registration Statement on Form S-3 (Registration No. 333- ) (the “Registration Statement”) and Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales of Issuance Shares hereunder setting forth Annex I have been delivered to you and continue to be accurate. You acknowledge and agree that the portion of the Actual Sold Issuance Amount for such Trading DayCompany, the corresponding Sales Price its transfer agent and the Issuance Price payable Xxxxxx & Xxxxxxx LLP or other counsel to the Company are hereby authorized to rely upon the representations and covenants made by you in respect thereofthis letter. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Xxxxx Fargo Bank, National Association Xxxxx Fargo Shareowner Services 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxxxx, XX 00000 RE: Sale of this AgreementShares of Common Stock of Aimmune Therapeutics, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc:Aimmune Therapeutics, Inc. 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: General Counsel Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Aimmune Therapeutics, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderXxxxx Fargo Bank, the Sales Agent will be acting as agent for the Company and not as principal.National Association, that:

Transactions. (a) Each time that the Company wishes to issue and sell Shares hereunder (each, a “Transaction”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) of the proposed terms of such Transaction, which shall include at a minimum the number of Shares or dollar amount of Shares to be issued and sold, the time period during which sales are requested to be made (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of Shares or dollar amount of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) Upon the Agent declines to accept the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price contained therein for any Forward Hedge Shares previously sold under the Sales Agency Agreementsreason, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose by email notice to deliver during the Commitment Period until Company within one Business Day (as defined below) from the aggregate Sales Price time the Placement Notice is received, (ii) the entire amount of the Issuance Shares sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice and explicitly indicates the parameters of the subsequent Placement Notice supersede those parameters contained in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the Sales Agency Agreementsprovisions of Section 12. The amount of any discount, plus commission or other compensation to be paid by the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject Company to the foregoing and the other terms and conditions of this Agreement, upon the delivery of Agent in connection with a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to any Transaction unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. For purposes of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.“

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of T2 Biosystems, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: T2 Biosystems, Inc. 000 Xxxxxxxx Xxxxxx Lexington, Massachusetts 02421 Attention: General Counsel Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of T2 Biosystems, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of T2 Biosystems, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: T2 Biosystems, Inc. 100 Xxxxxxxx Xxxxxx Lexington, Massachusetts 02421 Attention: General Counsel Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of T2 Biosystems, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Ardelyx, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Ardelyx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxx, XX 00000 Attn: General Counsel Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Ardelyx, Inc. (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderAmerican Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.LLC, that:

Transactions. SAFE agrees to consummate the purchase or loan transactions provided that (i) Upon the terms proposed transactions are at the then prevailing market price for similar RMR Accounts in size and quality and financial condition of the respective Alarm Dealer, (ii) SAFE's due diligence review is satisfactory to SAFE, (iii) such transactions are approved, where required, by the financial institutions who are lenders to SAFE and funding is made available for same by such institutions, and (iv) subject to no adverse change having occurred in the security alarm purchase or financing market. If SAFE shall not consummate a purchase or loan transaction of Qualified Referral Accounts from Qualified Dealers which satisfy the requirements of subparagraphs (i) and (ii) above, but subparagraphs (iii) or (iv) are not able to be satisfied, then although SAFE shall not be required to consummate any such purchase or loan transaction, for the purposes solely of determining whether the Annual RMR Threshold under Section 5.3 has been attained such purchase or loan transactions shall be deemed to have been consummated by SAFE but no Commissions shall be payable to Seller with respect to any such deemed purchase or loan transaction; provided, further, that if SAFE shall not have consummated any such purchase or loan transaction as a result of the failure of SAFE's lenders to approve and/or fund same, SAFE shall have a period of sixty (60) days following such lenders adverse determination during which SAFE may seek to obtain financing from another lender in order to consummate such transaction (but shall not be required to do so). In such event, with respect to such purchase or loan transaction, the sixty (60) day extension period described in Section 5.2 for determining whether a purchase or loan has been consummated within a "period" shall be extended by any extension period granted to SAFE under this Section 5.5 SAFE acknowledges that Seller is under contractual obligations to purchase RMR Accounts from Armor Alarms, Inc., Cornerstone Security, Inc. and Active Security Systems, Inc. and agrees that, subject to the conditions foregoing, SAFE will purchase all such RMR Accounts, which in the aggregate shall not exceed the number of this AgreementRMR Accounts with associated RMR, the Company may issue Issuance Shares through the Sales Agentat an RMR multiple and on terms and conditions, all as set forth in Schedule 5.5 hereto. All such RMR Accounts purchased by Seller, and thereafter by SAFE, from Armor Alarms, Inc., Cornerstone Security, Inc. and Active Security Systems, Inc. shall be deemed Qualified Referral Accounts and Seller shall be included in determining the Sales Agent shall use applicable Commissions to which Seller may be entitled to hereunder. At Seller's discretion, if there is at the time of its commercially reasonable efforts purchase any unsatisfied RMR Account replacement obligation outstanding, it may tender these RMR Accounts towards satisfaction of those obligations, so long as such RMR Accounts satisfy the requirements of Qualified Substitute Accounts and such Alarm Dealers satisfy the requirements of Qualified Referral Dealers at the time of each such proposed purchase. Additionally Seller owns approximately 200 accounts currently financed which were purchased from U.S. Alarms. Seller intends to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Marketuse, and otherwise in accordance with SAFE will accept, such accounts as replacements, so long as such RMR Accounts satisfy the terms requirements of Qualified Substitute Accounts and such Transaction Notice. The Sales Agent will provide written confirmation to Alarm Dealers satisfy the Company no later than requirements of Qualified Referral Dealers at the opening time of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for each such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principalproposed replacement.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE [American Stock Transfer & Trust Company, LLC] RE: Sale of this AgreementShares of Common Stock of Tokai Pharmaceuticals, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title:

Transactions. (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will use commercially reasonable efforts to provide written confirmation to the Company not later than 6:00 p.m. Eastern Time on the Issuance Date, and will in no event provide such confirmation later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting hereunder. Such written confirmation will set forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b)) herein. The Company acknowledges and agrees that (Ai) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (Bii) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.

Transactions. (i) Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof during the Commitment Period on which (x) the conditions set forth in Section 5.01 and Section 5.02 hereof have been satisfied and (y) no event described in clause (x) or clause (y) of this Agreementthe proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company may issue exercise an Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon by the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless executed by the sale Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Company, to Sales Agent. The number of Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the that Sales Agent will shall use its commercially reasonable efforts consistent with its normal trading and sales practices to sell pursuant to such Issuance Shares up shall have an aggregate Sales Price equal to the amount specified Issuance Amount. Each Issuance will be settled on the applicable Settlement Date following the Issuance Date. Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in such Section 2.03(b) during the Commitment Period on which the conditions set forth in Sections 5.01 and 5.02 have been satisfied, the Company may exercise its right to call for a Forward by the delivery of a Transaction Notice into specifying that it relates to a “Forward,” executed by the Principal MarketChief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Company, to the Forward Seller and otherwise in accordance with the terms of such Transaction NoticeForward Purchaser. The Sales Agent will provide written confirmation to the Company no later than the opening number of the Trading Day next following the Trading Day on which it has made sales of Issuance Forward Hedge Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to Forward Purchaser shall use its commercially reasonable efforts consistent with its normal trading to borrow and sales practices that the Forward Seller shall use commercially reasonable efforts to sell pursuant to such Issuance Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount. Each sale of Forward Hedge Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting settled as agent for between the Company Forward Seller and not as principalthe Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant Forward Date.

Transactions. On or prior to the Closing Date, but subject to the last sentence of this clause (n), (i) Upon all of the conditions precedent to the release of the Escrow Funds that are required to be described in the officers’ certificate specified in the Time of Sale Information and the Offering Memorandum shall have been satisfied, (ii) the Company shall have entered into the Senior Credit Facility Documentation on substantially the terms described in each of the Time of Sale Information and subject the Offering Memorandum and otherwise in form and substance reasonably satisfactory to the Representative, all conditions precedent to borrowings thereunder shall be satisfied or waived (without waiver or amendment of any material provision thereof unless consented to by the Representative), no default shall exist thereunder and the Initial Purchasers shall have received conformed counterparts thereof and all other documents and agreements entered into and received thereunder in connection with the closing of the Senior Secured Credit Facility, (iii) each of the other components of the Transactions shall have been consummated in a manner consistent in all material respects with the description thereof in each of the Time of Sale Information and the Offering Memorandum (including, without limitation, the funding and consummation of the purchase of the Company pursuant to the Acquisition Agreement) (without waiver or amendment of any material provision thereof unless consented to by the Representative) and (iv) Funding shall have merged with and into the Company. In the event of an Escrow Closing, (x) this condition precedent with respect to each of the Specified Issuers and the Subsidiary Guarantors shall not be effective and, in lieu thereof, shall become a condition precedent to the release of the Escrow Funds under the Escrow Agreement and (y) clause (iv) above shall become a condition precedent to the release of Escrow Funds under the Escrow Agreement; provided however that on the Closing Date, the Representatives shall have received a certificate of an executive officer of each of the Issuers, Parent and each of the Subsidiary Guarantors (which may be combined with each of the respective officer’s certificates required by Section 6(d) of this Agreement, ) attaching the Company may issue Issuance Shares through forms of each of the Sales AgentTransaction Documents to which such entity is a party that have not yet been entered into, and certifying that such forms of Transaction Documents are the Sales Agent shall use its commercially reasonable efforts to sell Issuance Sharesforms that will be entered into by the Issuers, with an aggregate Sales Price of up Parent and the Subsidiary Guarantors, as applicable, as a condition precedent to the Maximum Program Amount, less release of the aggregate Sales Price for any Forward Hedge Shares previously sold Escrow Funds under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Escrow Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.

Transactions. (a) (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements and the Original Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements and the Original Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements and the Original Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will use commercially reasonable efforts to provide written confirmation to the Company not later than 5:00 p.m. Eastern Time on the Issuance Date, and will in no event provide such confirmation later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting hereunder. Such written confirmation will set forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b)) herein. The Company acknowledges and agrees that (Ai) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (Bii) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.

Transactions. (i) Upon The board of directors of the terms Parent Borrower and subject to Transcore shall have authorized and approved the conditions of this AgreementTransactions, the Company may issue Issuance Shares through the Sales Agentas applicable, and the Sales Agent Parent Borrower shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect have furnished reasonably satisfactory evidence thereof. The Sales Transcore Acquisition Agreement shall be in full force and effect, and there shall be no material adverse change to the Transcore Acquisition or waivers of any conditions or provisions in any material respect without the consent of the Administrative Agent may sell Issuance Shares (which consent shall not be unreasonably withheld except in the manner described in Section 2.01(bcase of changes, waivers or modifications related to monetary terms of the Transcore Acquisition Agreement). The Company acknowledges Parent Borrower and agrees that Transcore shall have complied in all material respects with all covenants and satisfied in all material respects all conditions set forth in the Transcore Acquisition Agreement and related documents (A) there can be no assurance that without waiver or amendment of any of the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation terms thereof unless consented to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent Administrative Agent, which consent shall not be unreasonably withheld except in the case of changes, waivers or modifications of monetary terms of the Transcore Acquisition Agreement) and concurrent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting the initial funding hereunder, the Sales Agent will be acting as agent Parent Borrower shall have consummated the Transcore Acquisition. The sources and uses of funds for the Company Transactions shall be materially consistent with the sources and not uses of funds set forth in Schedule 5.1; provided, that no more than $175,000,000 (such amount to be increased by up to $10,000,000, on a dollar-for-dollar basis, by the amount of Transcore and its Subsidiaries’ cash and cash equivalents on hand as principalof the Closing Date, to the extent such cash and cash equivalents is in immediately available Dollar denominated funds) shall be drawn on the Closing Date for the uses set forth in Schedule 5.1 without the consent of each Revolving Lender. After giving effect to the Transactions, the Parent Borrower shall own directly or indirectly through a Wholly Owned Subsidiary 100% of the fully diluted Capital Stock of Transcore. The Administrative Agent shall have received copies of all filings made with any governmental authority in connection with the Transactions. The Parent Borrower shall have entered into reasonably satisfactory documentation with respect to an Equity Offering to be funded on the Restatement Effective Date. Each of the Transactions shall be in compliance in all material respects with all Requirements of Law and there shall be no material breaches of the Loan Documents or the documentation related to the Equity Offering claimed against the Parent Borrower in connection therewith.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 RE: Sale of this Agreement, Shares of Common Stock of Corcept Therapeutics Incorporated. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): _____________________________________________________________________ Record Holder (e.g., if held in name of nominee): ________________________________________________________________ Restricted Stock Certificate No.(s): __________________________________________________________________________ Number of Shares up Sold:____________________________________________________________________________________ Date of Sale: ___________________________________________________________________________________________ In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: ____ By: Print Name: Title: cc: Corcept Therapeutics Incorporated 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Attn: Chief Financial Officer Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Corcept Therapeutics Incorporated (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderContinental Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 RE: Sale of this Agreement, Shares of Common Stock of Corcept Therapeutics Incorporated. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated , less (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Very truly yours, Dated: By: Print Name: Title: cc: Corcept Therapeutics Incorporated 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000 Attn: Chief Financial Officer Annex I In connection with any excess shares to be returned to the Selling Stockholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Corcept Therapeutics Incorporated (the portion “Company”) included in the table of Selling Stockholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderContinental Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.that:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit I Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit II CERTIFICATE OF SUBSEQUENT SALE American Stock Transfer & Trust Company, LLC RE: Sale of this AgreementShares of Common Stock of Lyra Therapeutics, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title:

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer & Trust Company RE: Sale of this AgreementShares of Common Stock of Cxxx.xxx, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day undersigned provided that the representations and warranties set forth on which it has made sales Annex I have been delivered to you and continue to be accurate. Appendix II-14 Very truly yours, Dated: By: Print Name: Title: cc: Cxxx.xxx, Inc. 70 Xxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, XX 00000 Attn: General Counsel Annex I In connection with any excess shares to be returned to the Selling Shareholder upon a sale of Issuance Shares hereunder setting forth shares of Common Stock of Cxxx.xxx, Inc. (the portion “Company”) included in the table of Selling Shareholders in the Actual Sold Issuance Amount for such Trading DayProspectus, the corresponding Sales Price and the Issuance Price payable undersigned hereby certifies to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunderContinental Stock Transfer & Trust Company, the Sales Agent will be acting as agent for the Company and not as principal.that:

Transactions. (a) (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the any Sales Agent, acting as sales agent for the Company, or directly to any Sales Agent(s), acting as principal, from time to time and on the terms and subject to conditions set forth in this Agreement and, in the case of a sale of Issuance Shares to any Sales Agent(s) as principal, the applicable Terms Agreement and such Sales Agent shall use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under this Agreement and the Sales Agency AgreementsMaster Forward Confirmations, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreementsthis Agreement and any Terms Agreement (as defined below), plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreementsthis Agreement, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the applicable Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Each Sales Agent will use commercially reasonable efforts to provide written confirmation to the Company not later than 5:00 p.m. Eastern Time on the Issuance Date, and will in no event provide such confirmation later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting hereunder. Such written confirmation will set forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Each Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b) herein. In acting hereunder, a Sales Agent will be acting as agent for the Company and not as principal; provided, however, that the Company may also offer to sell the Issuance Shares directly to a Sales Agent, as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Exhibit A-1 hereto (with such changes thereto as may be agreed upon by the Company and such Sales Agent to accommodate a transaction involving more than one Sales Agent), relating to such sale in accordance with this Agreement (each such transaction being referred to as a “Principal Transaction”). The Company acknowledges and agrees that (Ai) there can be no assurance that the a Sales Agent will be successful in selling Issuance Shares and (Bii) the such Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under in accordance with this Section 2.01. In acting hereunder, the and (iii) no Sales Agent will shall be acting under any obligation to purchase Issuance Shares on a principal basis pursuant to this Agreement, except as agent for may otherwise be specifically agreed by such Agent and the Company and not as principalin a Terms Agreement.

Transactions. (i) Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof during the Commitment Period on which (x) the conditions set forth in Section 5.01 and Section 5.02 hereof have been satisfied and (y) no event described in clause (x) or clause (y) of this Agreementthe proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company may issue exercise an Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon by the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless executed by the sale Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer or any Senior Vice President of the Company, to Sales Agent. The number of Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the that Sales Agent will shall use its commercially reasonable efforts consistent with its normal trading and sales practices to sell pursuant to such Issuance Shares up shall have an aggregate Sales Price equal to the amount specified Issuance Amount. Each Issuance will be settled on the applicable Settlement Date following the Issuance Date. Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in such Section 2.03(b) during the Commitment Period on which the conditions set forth in Sections 5.01 and 5.02 have been satisfied, the Company may exercise its right to call for a Forward by the delivery of a Transaction Notice into specifying that it relates to a “Forward,” executed by the Principal MarketChief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer or any Senior Vice President of the Company, to the Forward Seller and otherwise in accordance with the terms of such Transaction NoticeForward Purchaser. The Sales Agent will provide written confirmation to the Company no later than the opening number of the Trading Day next following the Trading Day on which it has made sales of Issuance Forward Hedge Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to Forward Purchaser shall use its commercially reasonable efforts consistent with to borrow or to cause its normal trading affiliate to borrow and sales practices that the Forward Seller shall use commercially reasonable efforts to sell pursuant to such Issuance Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount. Each sale of Forward Hedge Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting settled as agent for between the Company Forward Seller and not as principalthe Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant Forward Date.

Transactions. Subject to the terms and conditions hereof, Buyers severally, not jointly, agree to enter into Transactions with Seller for a Purchase Price outstanding at any one time not to exceed the Aggregate Committed Amount; however, the Buyers may agree from time to time to enter into Transactions with Seller for a Purchase Price outstanding in excess of the Aggregate Committed Amount but not to exceed the Maximum Purchase Price. No Buyer shall have any commitment or obligation to enter into a Transaction in connection with the Note to the extent (i) Upon the terms and subject outstanding Purchase Price related to such Buyer after giving effect to such Transaction exceeds the conditions related Committed Amount for such Buyer or (ii) if the Transaction is requested on or after the Amortization Date. During ‑3‑ the term of this Agreement, Seller may request Transactions, Seller may pay the Company may issue Issuance Shares through the Sales AgentRepurchase Price in whole or in part at any time during such period without penalty, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated additional Transactions may be entered into in accordance with the terms and conditions hereof. Buyers’ obligation to enter into Transactions pursuant to the terms of this AgreementAgreement shall terminate on the Termination Date. All Transactions, whether for the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares Committed Amount or on an uncommitted basis up to the amount specified Maximum Purchase Price, shall be effected by Buyers simultaneously and proportionately to their respective Pro Rata Shares, it being understood that (i) an uncommitted Transaction shall not be entered unless both Buyers agree to proportionately fund such Transaction; and (ii) no Buyer shall be responsible for any default by any other Buyer in such other Buyer’s obligation to enter into a Transaction Notice nor shall any Pro Rata Share of any Buyer be increased or decreased as a result of a default by any other buyer in such other Buyer’s obligation to enter into the Principal Marketa Transaction hereunder, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation except to the Company no later than extent agreed to by the opening non-Defaulting Buyer pursuant to Section 2.02(b). Following the commencement of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading DayCiti Amortization Period, the corresponding Sales Price and the Issuance Price payable uncommitted Transactions may be effected by Buyers disproportionately without reference to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principalrelated Commitment Share.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (istock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) Upon from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the terms Company, or any subsidiary. Exhibit 1 Securities Act Sections Compliance and subject Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the conditions effective date.” Exhibit I CERTIFICATE OF SUBSEQUENT SALE Xxxxx Fargo Bank, National Association Xxxxx Fargo Shareowner Services 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxxxx, XX 00000 RE: Sale of this AgreementShares of Common Stock of Aimmune Therapeutics, Inc. (the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance Shares, with an aggregate Sales Price of up “Company”) pursuant to the Maximum Program AmountCompany’s Prospectus dated _____________, less ____ (the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements“Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, based on and in accordance connection with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of shares of Common Stock of the Issuance Shares Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described therein has been suspendedunder the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, cancelled or otherwise terminated in accordance with the terms of this Agreementincluding, without limitation, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Book Entry Position or Restricted Stock Certificate No.(s): Number of Shares up Sold: Date of Sale: In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the amount specified undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such Transaction Notice into certificate. Notwithstanding the Principal Marketforegoing, in the event that the undersigned executes and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will provide written confirmation delivers to you and to the Company no later than the opening certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Trading Day next following Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b). The Company acknowledges and agrees that (A) there can be no assurance undersigned provided that the Sales Agent will representations and warranties set forth on Annex I have been delivered to you and continue to be successful in selling Issuance Shares and (B) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01accurate. In acting hereunderVery truly yours, the Sales Agent will be acting as agent for the Company and not as principal.Dated: By: Print Name: Title: cc: Aimmune Therapeutics, Inc. 0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: General Counsel

Transactions. (i) Upon the terms and subject provided, further, that all Swingline Loans shall be made available to the conditions Borrower in the full amount thereof by the Swingline Lender no later than 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of this AgreementMandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the Company aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may issue Issuance Shares through assume that such Xxxxxx has made such amount available to the Sales AgentAdministrative Agent on such date of Borrowing, and the Sales Agent shall use its commercially reasonable efforts to sell Issuance SharesAdministrative Agent, with an aggregate Sales Price of up to the Maximum Program Amountin reliance upon such assumption, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company may (in its sole discretion shall choose and without any obligation to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject do so) make available to the foregoing Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the other terms and conditions of this AgreementAdministrative Agent has made available the same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the delivery Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a Transaction Notice specifying that it relates rate per annum equal to an “Issuance,” and unless (i) if paid by such Lender, the sale Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of the Issuance Shares described therein has been suspendedinterest, cancelled or otherwise terminated calculated in accordance with Section 2.8, for the terms of this Agreementrespective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Sales Administrative Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up shall promptly remit to the Borrower the amount specified of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Transaction Notice into Borrowing. Any payment by the Principal Market, and otherwise in accordance with Borrower shall be without prejudice to any claim the terms of Borrower may have against a Lender that shall have failed to make such Transaction Noticepayment to the Administrative Agent. The Sales Agent will provide written confirmation Swingline Lender shall make available all amounts it is to fund to the Company no later than the opening Borrower under any Borrowing of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable Swingline Loans in immediately available funds to the Company Borrower by depositing to an account designated by the Borrower to the Swingline Lender in respect thereofwriting. The Sales Agent may sell Issuance Shares (c) Nothing in the manner described in this Section 2.01(b). The Company acknowledges and agrees that (A) there can 2.4 shall be no assurance deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Sales Agent will Borrower may have against any Lender as a result of any default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be successful in selling Issuance Shares and (B) responsible for the Sales Agent will incur no liability or obligation to the Company or failure of any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent Lender to use fulfill its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting commitments hereunder, the Sales Agent will be acting as agent for the Company and not as principal).

Transactions. (a) (i) Upon the terms and subject to the conditions of this Agreement, the Company may issue Issuance Shares through the Sales Agent, and the Sales Agent shall use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to sell Issuance Shares, with an aggregate Sales Price of up to the Maximum Program Amount, less the aggregate Sales Price for any Forward Hedge Shares previously sold under the Sales Agency Agreements, based on and in accordance with such number of Transaction Notices, each specifying that it relates to an “Issuance,” as the Company in its sole discretion shall choose to deliver during the Commitment Period until the aggregate Sales Price of the Issuance Shares sold under the Sales Agency Agreements, plus the aggregate Sales Prices for any Forward Hedge Shares previously sold under the Sales Agency Agreements, equals the Maximum Program Amount, or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of a Transaction Notice specifying that it relates to an “Issuance,” and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the amount specified in such Transaction Notice into the Principal Market, and otherwise in accordance with the terms of such Transaction Notice. The Sales Agent will use commercially reasonable efforts to provide written confirmation to the Company not later than 5:00 p.m. Eastern Time on the Issuance Date, and will in no event provide such confirmation later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting hereunder. Such written confirmation will set forth the portion of the Actual Sold Issuance Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. The Sales Agent may sell Issuance Shares in the manner described in Section 2.01(b)) herein. The Company acknowledges and agrees that (Ai) there can be no assurance that the Sales Agent will be successful in selling Issuance Shares and (Bii) the Sales Agent will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, the Sales Agent will be acting as agent for the Company and not as principal.