Common use of Entire Agreement; Amendment; Severability Clause in Contracts

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof, including, for the avoidance of doubt, that certain At-the-Market Issuance Sales Agreement by and between Cowen the Company and the CompanyAgent, dated March 18as of October 3, 2020 (2016 and as amended from time to time prior to the “Prior Agreement”)date hereof, which, upon which the effectiveness Company and the Agent hereby agree that the ten day notice provisions relating to termination under Section 14(b) and Section 14(c) of this Agreement, such agreement are hereby waived and hereby agree that such agreement is hereby terminated and cancelledsuperseded by this Agreement effective as of August 20, including any placement notices thereunder. The Company 2021, except for those obligations, rights and Cowen hereby waive all notice requirements with respect provisions that survive termination pursuant to termination under the Prior AgreementSection 14 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership, the Manager and Cowenthe Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) ), constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Companyhereof, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementexcept as set forth below. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Coweneach Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. Notwithstanding this Section 16 or any other provision contained herein, the provisions of the Engagement Letter dated as of December 7, 2021 between the Company and ThinkEquity, shall not be modified or superseded, and shall remain effective in all respects as originally agreed to by the parties thereto.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Sales Agent provided, however, that Schedule 2 of this Agreement may be amended by either party from time to time by sending a notice containing a revised Schedule 2 to the other party in the manner provided in Section 12 and, upon such amendment, all references herein to Schedule 2 shall automatically be deemed to refer to such amended Schedule 2. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Agency Placement Notices issued pursuant hereto) ), together with any Commitment Advance Notice, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenNorthland. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this AgreementAgreement and any Commitment Advance Notice.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof; provided, that certain Sales Agreement nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by and between Cowen and the Company, dated March 18the Operating Partnership and Ladenburg T▇▇▇▇▇▇▇ prior to the date hereof. Notwithstanding anything herein to the contrary, 2020 (this Agreement and the “Prior Agreement”), which, upon Alternative Distribution Agreements replace and supersede the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior AgreementExisting Distribution Agreement in its entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenLadenburg T▇▇▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain hereof, other than the Prior Cantor Sales Agreement. By execution hereof, Cantor waives the provisions of Section 7(i) of the Prior Cantor Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreemententering into of the Sales Agreements. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenCantor. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, including that certain Sales At Market Issuance Sale Agreement by between the Company and between Cowen and the Company▇. ▇▇▇▇▇ Securities (f/k/a FBR Capital Markets & Co.), dated March 18as of April 15, 2016, as amended, which the Company and ▇. ▇▇▇▇▇ Securities hereby agree is terminated and superseded by this Agreement effective as of the date the registration statement on Form S-3 filed by the Company on December 22, 2020 (is declared effective by the “Prior Agreement”)Commission, whichexcept for those obligations, upon the effectiveness of this Agreement, is hereby terminated rights and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect provisions that survive termination pursuant to termination under the Prior AgreementSection 13 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, including that certain Sales Agreement by and between Cowen and the Company, dated March 18November 9, 2020 2018 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) ), together with the Agent Agreement, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Companyhereof, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementexcept as set forth below. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. Notwithstanding this Section 17 or any other provision contained herein, the provisions of the Engagement Letter dated as of April 9, 2020 by and between the Company and ThinkEquity shall not be modified or superseded, and shall remain effective in all respects as originally agreed to by the parties thereto.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, including that certain Sales Agreement by and between Cowen and the Company, dated March 18November 27, 2020 2019 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and MLV dated the date hereof and that certain Confidentiality Agreement, dated July 23, 2014, by and between the Company and MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof. Moreover, the Company and MLV agree that certain Sales Agreement all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and between Cowen shall hereby be amended to remain in full force and effect at all times during the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness term of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof; provided, that certain Sales Agreement nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by and between Cowen and the Company, dated March 18the Operating Partnership and JMP Securities prior to the date hereof. Notwithstanding anything herein to the contrary, 2020 (this Agreement and the “Prior Agreement”), which, upon Alternative Distribution Agreements replace and supersede the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior AgreementExisting Distribution Agreement in its entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenJMP Securities. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, including that certain Controlled Equity OfferingSM Sales Agreement by and between Cowen and the Companyparties dated April 11, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement2016. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenCantor. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. US-DOCS\103004889.3

Entire Agreement; Amendment; Severability. This Agreement (including all schedules (as amended pursuant to this Agreement) and exhibits attached hereto and Placement Notices issued pursuant hereto) and any other writing entered into by the parties relating to this Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Sales Agent, provided, however, that Schedule 2 of this Agreement may be amended by either party from time to time by sending a notice containing a revised Schedule 2 to the other party in the manner provided in Section 12 and, upon such amendment, all referenced herein to Schedule 2 shall automatically be deemed to refer to such amended Schedule 2. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Agency Placement Notices issued pursuant hereto) ), together with any Warrant Exercise Request Notice, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this AgreementAgreement and any Warrant Exercise Request Notice.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof, including, for the avoidance of doubt, that certain At-the-Market Issuance Sales Agreement by between the Company and between Cowen and the Company▇. ▇▇▇▇▇ Securities (f/k/a FBR Capital Markets & Co.), dated March 18as of October 3, 2020 (2016 and as amended from time to time prior to the “Prior Agreement”)date hereof, which, upon which the effectiveness Company and ▇. ▇▇▇▇▇ Securities hereby agree that the ten day notice provisions relating to termination under Section 14(b) and Section 14(c) of this Agreement, such agreement are hereby waived and hereby agree that such agreement is hereby terminated and cancelledsuperseded by this Agreement effective as of August 20, including any placement notices thereunder. The Company 2021, except for those obligations, rights and Cowen hereby waive all notice requirements with respect provisions that survive termination pursuant to termination under the Prior AgreementSection 14 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership, the Manager and Cowenthe Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated November 10, 2010, by and between the Company and MLV (the “Confidentiality Agreement”) constitutes and the letter agreement, dated as of the date hereof, by and between the Company and MLV, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes thereof and supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementthereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) ), by and between the Company and the Agents constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof, including that certain At the Market Issuance Sales Agreement by between the Company and between Cowen and the CompanyAscendiant Capital Markets, LLC, dated March 18February 19, 2020 (2021, is mutually terminated on the “Prior Agreement”), which, upon the effectiveness effective date of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. .. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal illegal, or unenforceable as written by a court of competent jurisdiction, then such provision shall will be given full force and effect to the fullest possible extent that it is valid, legal legal, and enforceable, and the remainder of the terms and provisions herein shall will be construed as if such invalid, illegal illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of hereof. Neither this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof hereof, may be amended except pursuant to a written instrument executed by the Company and CowenLeerink Partners; provided, that each party hereto may amend the list of individuals appearing under such party’s name on Schedule 2 by giving notice to the other party hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and ▇. ▇▇▇▇▇ FBR dated the date hereof and that certain Confidential Disclosure Agreement, dated May 3, 2018, by and between the Company and ▇. ▇▇▇▇▇ FBR (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof. Moreover, the Company and ▇. ▇▇▇▇▇ FBR agree that certain Sales Agreement all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and between Cowen shall hereby be amended to remain in full force and effect at all times during the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness term of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen▇. ▇▇▇▇▇ FBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and hereof. Moreover, the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby waive be amended to remain in full force and effect at all notice requirements with respect to termination under times during the Prior term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and MLV dated the date hereof and together with that certain confidential disclosure agreement between the Company and MLV dated December 18, 2012, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof, including, without limitation, that certain Sales Agreement by and December 3, 2012 letter agreement between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior AgreementMLV. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and ▇. ▇▇▇▇▇ dated the date hereof and that certain Confidential Disclosure Agreement, dated May 3, 2018, by and between the Company and ▇. ▇▇▇▇▇ (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof. Moreover, the Company and ▇. ▇▇▇▇▇ agree that certain Sales Agreement all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and between Cowen shall hereby be amended to remain in full force and effect at all times during the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness term of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen▇. ▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof; provided, that certain Sales Agreement nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by and between Cowen and the Company, dated March 18the Operating Partnership and RBS Securities prior to the date hereof. Notwithstanding anything herein to the contrary, 2020 (this Agreement and the “Prior Agreement”), which, upon Alternative Distribution Agreements replace and supersede the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior AgreementExisting Distribution Agreement in its entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenRBS Securities. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen; provided, however, that Schedule 2 of this Agreement may be amended by either party from time to time by sending a notice containing a revised Schedule 2 to the other party in the manner provided in Section 12 and, upon such amendment, all references herein to Schedule 2 shall automatically be deemed to refer to such amended. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and MLV dated the date hereof and that certain Confidential Disclosure Agreement, dated August 28, 2012, by and between the Company and MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof. Moreover, the Company and MLV agree that certain Sales Agreement all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and between Cowen shall hereby be amended to remain in full force and effect at all times during the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness term of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) ), by and between the Company and the Agents constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof, including that certain At the Market Issuance Sales Agreement by between the Company and between Cowen and the CompanyAscendiant Capital Markets, LLC, dated March 18June 21, 2020 (2021, is mutually terminated on the “Prior Agreement”), which, upon the effectiveness effective date of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. .. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal illegal, or unenforceable as written by a court of competent jurisdiction, then such provision shall will be given full force and effect to the fullest possible extent that it is valid, legal legal, and enforceable, and the remainder of the terms and provisions herein shall will be construed as if such invalid, illegal illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain Confidential Disclosure Agreement between the Company and MLV dated July 29, 2011 (the “NDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and hereof. Moreover, the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive MLV agree that all notice requirements with respect to termination under exchanges of information hereunder shall be governed by the Prior Agreementterms of the NDA. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain side letter agreement between the Company and MLV dated the date hereof and that certain Confidential Disclosure Agreement, dated May 30, 2012, by and between the Company and MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including hereof. Moreover, the Company and MLV agree that certain Sales Agreement all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and between Cowen shall hereby be amended to remain in full force and effect at all times during the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness term of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes ), together with that certain engagement letter dated July 30, 2023, between the Company and ▇▇▇▇▇-▇▇▇▇▇▇, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen▇▇▇▇▇-▇▇▇▇▇▇, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) together with that certain engagement letter dated June 9, 2020 between the Company and the Agent (the “Engagement Letter”), constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof including that certain Sales Agreement by and between Cowen and the Company, dated March 18, 2020 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. The Company and Cowen hereby waive all notice requirements with respect to termination under the Prior Agreementhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agent; provided, however, that each of the Company and the Agent may amend the list of their respective individual representatives set forth on Schedule 3 by notice to the other, which will not be considered an amendment to this Agreement for purposes hereof. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.