Common use of Other Sales Clause in Contracts

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, the restrictions set forth in this Section 7(j) will not be applicable to (i) grants of Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares upon the exercise or settlement of such rights) pursuant to employee benefit plans, stock option plans, other employee compensation plans (as any such plan may be amended and/or amended and restated from time to time) or outside any such plans subject to the Company’s stockholder’s approval of such grants, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022.

Other Sales. Without the prior written consent of Canaccord the Agents (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements obligations of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately prior to the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord the Agents (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, that all of the foregoing restrictions in each case, the restrictions set forth in this Section 7(jclause (A) and (B) will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, restricted stock units, options to purchase Common Shares, or other such awards, or Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares issuable upon the exercise or settlement of options, restricted stock units, or other such rights) awards, or Common Shares issuable upon the settlement of restricted stock unit awards, or other equity awards or Common Shares issuable upon exercise or vesting of such other equity awards, pursuant to employee benefit plansany (x) stock option, equity compensation or other benefits plan, (y) stock option plans, other employee compensation plans ownership or share purchase plan or (as any such z) dividend reinvestment plan may be amended and/or amended and restated from time to time) or outside any such plans (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities securities, settlement of restricted stock units, or the exercise of warrants, options or other rights in effect or outstanding on the date hereoffrom time to time, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants warrants, or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, warrants acquisitions, reorganizations, other business combinations or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving strategic alliances occurring after the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date of this Agreement.

Other Sales. Without the prior written consent of Canaccord the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any shares of Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants Common Shares, options to purchase shares of Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plansor director (x) Company Equity Incentive Plan, stock option plans, other employee compensation plans (as any such y) share ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, and (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on the Agents or prior to otherwise disclosed in the date hereofRegistration Statement, (iii) Common Shares, warrants Prospectus or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022Disclosure Package.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any shares of Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and, except for offers to sell and sells conducted pursuant to those agreements set forth on Schedule 8(k), without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants Common Shares, options to purchase shares of Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇▇ or disclosed in writing to Canaccord on or prior to the date hereof, and (iii) Common Shares, warrants Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, warrants acquisitions, other business combinations or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving strategic alliances occurring after the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date of this Agreement which are not issued for capital raising purposes.

Other Sales. Without the prior written consent of Canaccord CF&Co (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord CF&Co (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, options to purchase Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or disclosed in writing to Canaccord on or prior to the date hereof, CF&Co and (iii) Common Shares, warrants Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, warrants acquisitions, other business combinations or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving strategic alliances occurring after the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date of this Agreement which are not issued for capital raising purposes.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and, except for offers to sell and sells conducted pursuant to those agreements set forth on Schedule 8(k), without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, options to purchase Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or disclosed in writing to Canaccord on or prior to the date hereof, and (iii) Common Shares, warrants Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, warrants acquisitions, other business combinations or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving strategic alliances occurring after the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date of this Agreement which are not issued for capital raising purposes.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to (i) grants of Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares upon the exercise or settlement of such rights) pursuant to employee benefit plans, stock option plans, plans or other employee compensation plans (as any such plan may be amended and/or amended and restated from time to time) or outside any such plans subject to the Company’s stockholder’s approval of such grantsplans, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between other issuances disclosed in filings by the Company and Alumni dated December 9available on ▇▇▇▇▇ on or prior to the date hereof, 2022including, without limitation, issuances pursuant to the terms of the Purchase Agreement, provided that such issuances are promptly disclosed in filings by the Company on ▇▇▇▇▇ or in writing to Canaccord, in each case prior to the issuance of any Placement Notice by the Company or sale of any Placement Shares under any Placement Notice then in effect.

Other Sales. Without the prior written consent of Canaccord notice to the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof)S 8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and, except for offers to sell and sells conducted pursuant to those agreements set forth on Schedule 8(k), without the prior written consent of Canaccord notice to the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the restrictions set forth in this Section 7(j) that such notice requirement will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, restricted share units, options to purchase Shares and/or rights to acquire Common or Shares (and the issuance of Common Shares issuable upon the exercise of options, or settlement of such rights) restricted share units, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) share ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on ESEDAR and ▇▇▇▇▇ or disclosed in writing to Canaccord on or prior to the date hereof, Agents and (iii) Common Shares, warrants Shares or securities convertible into or exchangeable for Common SharesShares as consideration for mergers, warrants acquisitions, other business combinations or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving strategic alliances occurring after the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date of this Agreement which are not issued for capital raising purposes.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any shares of Common Shares Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS‑8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants Common Stock, options to purchase shares of Common Shares and/or rights to acquire Stock or Common Shares (and the issuance of Common Shares Stock issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, and (ii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022Canaccord.

Other Sales. Without the prior written consent of Canaccord the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the Company and the Selling Shareholder will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other other, with respect to the Company, than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company Selling Shareholder hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if such Placement Notice has been terminated or suspended prior to the sale of all Shares covered by the Placement Notice, the date of such suspension or termination); and without the prior written consent of Canaccord the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Selling Shareholder will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, options to purchase Common Shares, deferred share units, restricted share units or performance share units or other equity awards or Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares issuable upon the exercise of options or settlement of such rights) deferred share units, restricted share units or performance share units, pursuant to any employee benefit plansor director (x) equity incentive plan of the Company or employee share purchase plan, stock option plans, other employee compensation plans (as any such y) share ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings writing to the Agents or otherwise disclosed in the Registration Statement, Prospectus or Disclosure Package, and (iii) Common Shares in connection with an acquisition, merger or sale, purchase of assets or other strategic transaction (including joint ventures, collaborations or partnerships); provided, further however, that such restrictions applicable to the Selling Shareholder will not be applicable to (i) transfers of Common Shares or any security convertible into Common Shares by the Company available on E▇▇▇▇ Selling Shareholder as a bona fide gift or in writing gifts, including charitable contributions, (ii) transfers or distributions of Common Shares or any security convertible into Common Shares to Canaccord on limited partners, members or prior to stockholders or other equityholders or affiliates of the date hereofSelling Shareholder, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire transfers of Common Shares pursuant to in connection with the pledge by the Selling Shareholder of Common Shares under any mergerexisting credit facility, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) transfers of Common Shares issuable or any security convertible into Common Shares in connection with a bona fide third-party tender offer, take-over bid, plan of arrangement, merger, consolidation or other similar transaction made to Alumni Capital LP all holders of Common Shares involving a Change of Control (“Alumni”as defined below) of the Company, provided that such tender offer, merger, consolidation or other such transaction is approved by the board of directors of the Company, and (v) the establishment of a trading plan by the Selling Shareholder pursuant to Rule 10b5-1 under the purchase agreement between Exchange Act or similar plan under Canadian Securities Laws for the Company and Alumni dated December 9, 2022transfer of Common Shares.

Other Sales. Without the prior written consent of Canaccord the Sales Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 S-8, a new “shelf” registration statement on Form S-3 or any amendments or supplements to existing Registration Statements on Form S-1 S-3 or any new Registration Statements on Form S-1 or S-3 in replacement thereof or pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent . The foregoing sentence shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, the restrictions set forth in this Section 7(j) will not be applicable apply to (i) grants of Common Shares, options to purchase Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise of options, restricted share awards, restricted share unit awards, Common Shares issuable upon vesting of restricted share unit awards, or settlement other equity awards or Common Shares issuable upon exercise or vesting of such rights) equity awards, pursuant to any employee benefit plans, stock option plans, other employee compensation plans or director (as any such x) equity award or benefits plan may be amended and/or amended and restated from time to time) or outside any such plans subject to otherwise approved by the Company’s stockholder’s approval Board of such grantsDirectors or a duly authorized committee thereof, (y) share ownership or share purchase plan or (z) dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and hereof or otherwise disclosed in filings by the Company available on E▇▇▇▇ Registration Statement, Disclosure Package or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022Prospectus.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants of Common Shares, options to purchase Common Shares and/or rights to acquire or Common Shares (and the issuance of Common Shares issuable upon the exercise of options, restricted share unit awards, or Common Shares issuable upon the settlement of restricted share unit awards, or other equity awards or Common Shares issuable upon exercise or vesting of such rights) other equity awards, pursuant to employee benefit plansany (x) Company Equity Incentive Plan, stock option plans, other employee compensation plans (as any such y) share ownership or share purchase plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants Shares or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022.

Other Sales. Without the prior written consent of Canaccord Canaccord, on behalf of the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and without the prior written consent of Canaccord Canaccord, on behalf of the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, that none of the foregoing restrictions set forth in this Section 7(j) will not be applicable to (i) grants of Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares upon the exercise or settlement of such rights) pursuant to employee benefit plans, stock option plans, plans or other employee compensation plans (as any such plan may be amended and/or amended and restated from time to time) or outside any such plans subject to the Company’s stockholder’s approval of such grantsplans, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; , and (iv) Common Shares issuable other issuances disclosed in filings by the Company available on E▇▇▇▇ on or prior to Alumni Capital LP (“Alumni”) under the date hereof, including, without limitation, issuances pursuant to the terms of that certain common stock purchase agreement by and between the Company and Alumni Lincoln Park Capital Fund, LLC, dated December 9August 22, 20222023 (the “LPC Purchase Agreement”); provided, however, that the Company will not make sales under the LPC Purchase Agreement during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination).

Other Sales. Without the prior written consent of Canaccord Canaccord, on behalf of the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Shares (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and without the prior written consent of Canaccord Canaccord, on behalf of the Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, that none of the foregoing restrictions set forth in this Section 7(j) will not be applicable to (i) grants of Common Shares and/or rights to acquire Common Shares (and the issuance of Common Shares upon the exercise or settlement of such rights) pursuant to employee benefit plans, stock option plans, plans or other employee compensation plans (as any such plan may be amended and/or amended and restated from time to time) or outside any such plans subject to the Company’s stockholder’s approval of such grantsplans, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; , and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between other issuances disclosed in filings by the Company and Alumni dated December 9, 2022available on ▇▇▇▇▇ on or prior to the date hereof.

Other Sales. Without the prior written consent of Canaccord Revere (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any shares of Common Shares Stock (other than the Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares Securities sold pursuant to such Placement Notice; and without the prior written consent of Canaccord Revere (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock (other than the Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Securities sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants Common Stock, options to purchase shares of Common Shares and/or rights to acquire Stock or Common Shares (and the issuance of Common Shares Stock issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, and (ii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022.

Other Sales. Without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any shares of Common Shares Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock or file any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or any amendments or supplements to existing Registration Statements on Form S-1 or any new Registration Statements on Form S-1 or S-3 in replacement thereof pursuant to registration requirements of the Company in existence on the date hereofS-8), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common SharesStock, or any securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, during the period beginning on the fifth (5th) Business Day immediately prior to the date on which any Placement Notice is delivered by the Company hereunder and ending on the fifth (5th) Business Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; and without the prior written consent of Canaccord (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the later of the termination of this AgreementAgreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that, in each case, the that such restrictions set forth in this Section 7(j) will not be applicable to the Company’s issuance or sale of (i) grants Common Stock, options to purchase shares of Common Shares and/or rights to acquire Stock or Common Shares (and the issuance of Common Shares Stock issuable upon the exercise or settlement of such rights) options, pursuant to any employee benefit plans, or director (x) stock option plansor benefits plan, other employee compensation plans (as any such y) stock ownership plan may be amended and/or amended and restated from time to timeor (z) or outside any such plans dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company’s stockholder’s approval of such grantsCompany whether now in effect or hereafter implemented, and (ii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and disclosed in filings by the Company available on E▇▇▇▇ or in writing to Canaccord on or prior to the date hereof, (iii) Common Shares, warrants or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022Canaccord.

Other Sales. Without the prior written consent of Canaccord the Sales Agents (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will not (A) directly or indirectly, offer to sell, sell, announce the intention to sell, contract to sell, pledge, lend, grant or sell any option, right or warrant to sell or any contract to purchase, purchase any contract or option to sell or otherwise transfer or dispose of any Common Class A Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Class A Shares, warrants or any rights to purchase or acquire, Common Class A Shares or file any registration statement under the Securities Act with respect to any of the foregoing (other than a registration statement on Form S-8 S-8, a new “shelf” registration statement on Form F-3 or any amendments or supplements to existing Registration Statements on Form S-1 F-3 or any new Registration Statements on Form S-1 F-1 or S-3 F-3 in replacement thereof or pursuant to registration requirements of the Company in existence on the date hereof), or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Class A Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Class A Shares, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Class A Shares or such other securities, in cash or otherwise, in each case, during the period beginning on the date on which any Placement Notice is delivered by the Company hereunder and ending on the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or the date of termination of such Placement Notice; and without the prior written consent of Canaccord (which consent , if earlier). The foregoing sentence shall not be unreasonably withheld, conditioned or delayed), the Company will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that, in each case, the restrictions set forth in this Section 7(j) will not be applicable apply to (i) grants of Common Class A Shares, options to purchase Class A Shares and/or rights to acquire Common or Class A Shares (and the issuance of Common Shares issuable upon the exercise of options, restricted share awards, restricted share unit awards, Class A Shares issuable upon vesting of restricted share unit awards, or settlement other equity awards or Class A Shares issuable upon exercise or vesting of such rights) equity awards, pursuant to any employee benefit plans, stock option plans, other employee compensation plans or director (as any such x) equity award or benefits plan may be amended and/or amended and restated from time to time) or outside any such plans subject to otherwise approved by the Company’s stockholder’s approval Board of such grantsDirectors or a duly authorized committee thereof, (y) share ownership or share purchase plan or (z) dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Class A Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof, and hereof or otherwise disclosed in filings by the Company available on E▇▇▇▇ Registration Statement, Disclosure Package or in writing to Canaccord on or prior to the date hereofProspectus, (iii) Common Shares, warrants Class A Shares or securities convertible into or exchangeable for Common SharesClass A Shares issuable as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) any modification of any options or warrants or of any rights to purchase or acquire Common Class A Shares pursuant to any merger, consolidation, reorganization or sale, financing activity, or other transaction involving outstanding on the Company; and (iv) Common Shares issuable to Alumni Capital LP (“Alumni”) under the purchase agreement between the Company and Alumni dated December 9, 2022date hereof.