Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no later than opening day following the Trading Day that the Agent sold Placement Shares. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for # the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and # any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date” and the first such settlement date, the “First Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by Cowen at which such Placement Shares were sold, after deduction for # Cowen’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 3 hereof, # any other amounts due and payable by the Company to Cowen hereunder pursuant to Section 8(f) (Expenses) hereof, and # any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.