Common use of Public Sale or Distribution Clause in Contracts

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares or Warrant Shares under the any Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares or Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares or Warrant Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not be unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares or Warrant Shares.

Public Sale or Distribution. The Purchaser Investor hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser Investor acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person Person designated by, the PurchaserInvestor, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser Investor acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange 1934 Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser Investor shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities 1933 Act. The Purchaser Investor covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser Investor written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser Investor written notice that the Purchaser Investor may thereafter effect sales pursuant to said the Prospectus. “Registrable Securities” means Notwithstanding the Shares foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 consecutive days, and any securities issued one or issuable upon more Suspensions shall not be for a period longer than 60 days in the aggregate in any stock split, dividend or other distribution, recapitalization or similar event with respect 365 day period. The Investor further covenants to notify the foregoingCompany promptly of the sale of all of its Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means In each such notice, the Shares and Company shall not disclose the content of any securities issued or issuable upon any stock splitmaterial, dividend or other distribution, recapitalization or similar event with respect non-public information to the Purchaser. The Purchaser shall maintain in confidence the receipt of any notice of Suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period in excess of fifteen (15) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all of the Suspensions shall not exceed an aggregate of thirty (30) days, and the first day of any Suspension shall be at least five (5) trading days after the last day of any prior Suspension (each, an “Allowable Suspension Period”).

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares or the Option Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the any applicable prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when (i) upon the making of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus included therein (“Prospectus”) or for additional information, (ii) upon the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iii) upon the receipt by the Company must of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) upon the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (v) in light of the existence of material non-public information regarding the Company which the Board of Directors of the Company reasonably determines not to be in the best interests of the Company to disclose, including a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to the Company, but which would be required to be disclosed in a Registration Statement, the Company may be required to suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares or the Option Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser hereby covenants that it will not sell any Shares or Option Shares pursuant to said Prospectus during the period commencing at the time when at which the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Conversion Shares, the Warrant Shares or the Condition Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the any applicable prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when (i) upon the making of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus included therein (“Prospectus”) or for additional information, (ii) upon the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iii) upon the receipt by the Company must of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) upon the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (v) in light of the existence of material non-public information regarding the Company which the Board of Directors of the Company reasonably determines not to be in the best interests of the Company to disclose, including a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to the Company, but which would be required to be disclosed in a Registration Statement, the Company may be required to suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Conversion Shares, Warrant Shares or Condition Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser hereby covenants that it will not sell any Conversion Shares, Warrant Shares or Condition Shares pursuant to said Prospectus during the period commencing at the time when at which the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares, or Conversion Shares, under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the CommissionSEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares, or Conversion Shares, for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Shares, or Conversion Shares, pursuant to said Prospectus during any period when the period commencing at Purchaser’s use of the time when Company gives Prospectus is suspended pursuant to the last paragraph of Section 5.1 hereof. So long as the Purchaser holds Registrable Securities, on written notice request of the suspension Company the Purchaser agrees to notify the Company of the use sale of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “all of such Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Purchased Shares, the Warrant Shares or the Option Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the any applicable prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when (i) upon the making of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus included therein (“Prospectus”) or for additional information, (ii) upon the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iii) upon the receipt by the Company must of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) upon the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, or (v) in light of the existence of material non-public information regarding the Company which the Board of Directors of the Company reasonably determines not to be in the best interests of the Company to disclose, including a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to the Company, but which would be required to be disclosed in a Registration Statement, the Company may be required to suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Purchased Shares, the Warrant Shares or the Option Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser hereby covenants that it will not sell any Purchased Shares, the Warrant Shares or Option Shares pursuant to said Prospectus during the period commencing at the time when at which the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period of an aggregate in any 365-day period of longer than 90 days.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares or the Warrant Shares under the Resale Registration Statement (as defined in Section 7 below) without complying with the provisions of this Purchase Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares and Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares or the Warrant Shares, as applicable, is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares or the Warrant Shares, as applicable, have been sold in accordance with the Resale Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Resale Registration Statement (a “Suspension”) until such time as an amendment to the Resale Registration Statement has been filed by the Company and declared effective by the CommissionSEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares or the Warrant Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365-day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoingWarrant Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement requirements under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the . The Purchaser acknowledges and agrees that such Shares are not transferable on the books of also hereby covenants with the Company unless that it shall be deemed to have represented at such time that it presents a certificate to the certificate submitted Company’s transfer agent representing those Shares presented to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) for resale that such resale was made pursuant to the effect that (A) the Registrable Securities have been sold Registration Statement and in accordance compliance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfiedrequirements under the Securities Act. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus (which notice shall contain solely the fact that there has been a suspension and shall not contain any facts and circumstances regarding the suspension) and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined belowincluding any Warrant Shares and any Ratchet Warrant Shares) under the Registration Statement (as defined in Section 7 below) Statements without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend (i) the use of the prospectus (the “Share/Warrant Prospectus”) forming a part of the Share/Warrant Registration Statement (a the “Share/Warrant Prospectus Suspension”) until such time as an amendment to the Share/Warrant Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act, and (ii) the use of the prospectus (the “Ratchet Prospectus”), forming a part of the Ratchet Registration Statement (the “Ratchet Prospectus Suspension”) until such time as an amendment to the Ratchet Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Ratchet Prospectus and Share/Warrant Prospectus, each referred to individually as a “Prospectus” and collectively as the “Prospectuses.” The Ratchet Prospectus Suspension and the Share/Warrant Suspension, each referred to individually as a “Suspension” and collectively as the “Suspensions.” Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities (including any Warrant Shares and any Ratchet Warrant Shares) for resale other than the ProspectusProspectuses, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Securities (including any Warrant Shares and any Ratchet Warrant Shares) pursuant to said either Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 10 consecutive days, and no Suspension shall be for a period longer than 20 days in the aggregate in any 365 day period.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means In each such notice, the Shares and Company shall not disclose the content of any securities issued or issuable upon any stock splitmaterial, dividend or other distribution, recapitalization or similar event with respect non-public information to the Purchaser. The Purchaser shall maintain in confidence the receipt of any notice of suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365 day period.

Public Sale or Distribution. The Such Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares, Option Shares, Warrant Shares or Option Warrant Shares under the Resale Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Such Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Resale Registration Statement (a “Suspension”) until such time as an amendment to the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the such Purchaser shall not use any written materials to offer the Registrable Securities Shares, Option Shares, Warrant Shares or Option Warrant Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Such Purchaser covenants that it will not sell any Shares, Option Shares, Warrant Shares or Option Warrant Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the such Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the such Purchaser written notice that the such Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 90 consecutive days, and no Suspension shall be for a period longer than 120 days in the aggregate in any 360-day period. Such Purchaser further covenants to notify the Company promptly of the sale of all of its Shares, Option Shares, Warrant Shares or Option Warrant Shares. At any time that such Purchaser is an affiliate of the Company, any resale of the Shares, Option Shares, Warrant Shares or Option Warrant Shares that purports to be effected under Rule 144 shall comply with all of the requirements of such rule, including the “manner of sale” requirements set forth in Rule 144(f).

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “"Suspension”") until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s 's prior written consent, which consent shall not be unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the ProspectusProspectus provided by the Company, including and shall not create or disseminate any “"free writing prospectus” " (as defined in Rule 405 under the Securities ActRules and Regulations) relating to such Shares. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no suspension shall be for a period of longer than 20 consecutive days, and no suspension shall be for a period longer than 60 days in the aggregate in any 365-day period.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company Company, upon the advice of external legal counsel, must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspensions shall be for longer than 90 days in the aggregate in any 365 day period. The Purchaser may deliver written notice (an “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect Opt-Out Notice”) to the foregoingCompany requesting that the Purchaser not receive notices from the Company otherwise required by this Section 5.9; provided, however, that the Purchaser may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Purchaser (unless subsequently revoked), (i) the Company shall not deliver any such notices to the Purchaser and the Purchaser shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Purchaser’s intended use of an effective Registration Statement, the Purchaser will notify the Company in writing at least five (5) business days in advance of such intended use, and if a notice of a Suspension was previously delivered (or would have been delivered but for the provisions of this Section 5.9) and the related Suspension period remains in effect, the Company will so notify the Purchaser, within four (4) business day of the Purchaser’s notification to the Company, by delivering to the Purchaser a copy of such previous notice of Suspension, and thereafter will provide the Purchaser with the related notice of the conclusion of such Suspension promptly following its availability.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the . The Purchaser acknowledges and agrees that such Shares are not transferable on unless (i) the books Purchaser delivers to the Company an opinion of counsel reasonably satisfactory to the Company that the Shares have been transferred in accordance with the Registration Statement or in a transaction exempt from the registration requirements of the Company unless Securities Act and any applicable state securities or Blue Sky laws or (ii) the certificate submitted to the transfer agent evidencing the Registrable Securities Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (iA) in the form of Appendix I II hereto, (iiB) executed by an officer of, or other authorized person designated by, the Purchaser, and (iiiC) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, Statement or in a transaction exempt from the registration requirements of the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfiedBlue Sky laws. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares Securities sold under the Registration Statement are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares or the Conversion Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) ), subject to the provisions of this Section 5.9, until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act, as a result of the Company’s expectation that such registration, any offering thereunder or any use thereof would reasonably be expected to materially and adversely affect or materially interfere with any bona fide transaction or financing under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Securities pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus Suspension and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 consecutive days, and all Suspensions in the aggregate shall be for a period no longer than 60 days in any 365 day period. For the purpose of the forgoing sentence two days shall be “consecutive” if the second day is less than five calendar days after the first day. The Purchaser further covenants to notify the Company promptly of the sale of all of its Securities.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”"PROSPECTUS") forming a part of the Registration Statement (a “Suspension”"SUSPENSION") until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s 's prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “"free writing prospectus” " as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 15 consecutive days, any one or more Suspensions shall not be for a period longer than 30 days in the aggregate in any 365-day period, and there shall be a period of at least 5 Trading Days between any such Suspension period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares or Warrant Shares.

Public Sale or Distribution. The (a) Each Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the such Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the such Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the each Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Each Purchaser covenants that it will not sell any Shares pursuant to said such Prospectus during the period commencing at the time when the Company gives the such Purchaser written notice of the suspension of the use of said such Prospectus and ending at the time when the Company gives the such Purchaser written notice that the such Purchaser may thereafter effect sales pursuant to said such Prospectus. “Registrable Securities” means Each Purchaser shall maintain in confidence the Shares receipt of any notice of suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, no Suspension shall be for a period longer than 90 days in the aggregate in any 365 day period, and the Company will use its reasonable best efforts to minimize the length of any securities issued or issuable upon such Suspension. Each Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. Following the termination of any stock splitSuspension, dividend or other distribution, recapitalization or similar event the Company will promptly notify each Purchaser in writing that the use of the Prospectus may be resumed and will provide each Purchaser with respect a copy of any amendment to the foregoingRegistration Statement or supplement to the Prospectus.

Public Sale or Distribution. The Such Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares and Warrant Shares under the Resale Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Such Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Resale Registration Statement (a “Suspension”) until such time as an amendment to the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the such Purchaser shall not use any written materials to offer the Registrable Securities Shares or Warrant Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Such Purchaser covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the such Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the such Purchaser written notice that the such Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 90 consecutive days, and no Suspension shall be for a period longer than 120 days in the aggregate in any 360-day period. Such Purchaser further covenants to notify the Company promptly of the sale of all of its Shares or Warrant Shares. At any time that such Purchaser is an affiliate of the Company, any resale of the Shares and any securities issued or issuable upon any stock splitWarrant Shares that purports to be effected under Rule 144 shall comply with all of the requirements of such rule, dividend or other distribution, recapitalization or similar event with respect to including the foregoing“manner of sale” requirements set forth in Rule 144(f).

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Securities pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365 day period and may not be used by the Company more than three times during any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Securities.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is Shares are accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) written confirmation, in form and substance reasonably satisfactory to the form of Appendix I heretoCompany, (ii) executed by an officer of, or other authorized person designated by, from the Purchaser, and (iii) Purchaser to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, Statement or otherwise in accordance with the Securities Act and any applicable state securities or “blue sky” laws Act, including, without limitation, pursuant to Rule 144 thereunder, and (B) in the case of a transfer pursuant to the Registration Statement, the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and aggregate Suspensions in any 365-day period shall not be for a period longer than 90 days in the aggregate.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule)) until such time as the Shares can be sold under Rule 144 under the Securities Act without delivery of a prospectus, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate (or book-entry transfer) submitted to the transfer agent evidencing the Registrable Securities is Shares are accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (Aa) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (Bb) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365-day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “"Prospectus”") forming a part of the Registration Statement (a “"Suspension”") until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the CommissionSEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “"free writing prospectus” " as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Securities pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365 day period and may not be used by the Company more than three times during any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Securities.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares Registrable Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent Depositary evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Registrable Securities pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Registrable Securities pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means In each such notice, the Shares and Company shall not disclose the content of any securities issued or issuable upon any stock splitmaterial, dividend or other distribution, recapitalization or similar event with respect non-public information to the Purchaser. The Purchaser shall maintain in confidence the receipt of any notice of Suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period in excess of fifteen (15) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all of the Suspensions shall not exceed an aggregate of thirty (30) days, and the first day of any Suspension shall be at least five (5) trading days after the last day of any prior Suspension (each, an “Allowable Suspension Period”).

Public Sale or Distribution. The Purchaser Telvent Corp hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities 1933 Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities 1933 Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser Telvent Corp acknowledges that there occasionally may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange 1934 Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser Telvent Corp shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities 1933 Act. The Purchaser Telvent Corp covenants that it will not sell any Registrable Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser Telvent Corp written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser Telvent Corp written notice that the Purchaser Telvent Corp may thereafter effect sales pursuant to said the Prospectus. “Registrable Securities” means Notwithstanding the Shares foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 consecutive days, and any securities issued one or issuable upon more Suspensions shall not be for a period longer than 60 days in the aggregate in any stock split, dividend or other distribution, recapitalization or similar event with respect 365-day period. Telvent Corp further covenants to notify the foregoingCompany promptly of the sale of all of its Registrable Shares.

Public Sale or Distribution. [(a)] The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act Act, and any applicable state securities or “blue sky” laws Blue Sky laws, and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said the Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension of the use of said the Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said the Prospectus. “Registrable Securities” means Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than [60] consecutive days, and no Suspension shall be for a period longer than [90] days in the aggregate in any [365] day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. [(b)] [At any time that the Purchaser is an affiliate of the Company, any resale of the Shares and any securities issued or issuable upon any stock splitthat purports to be effected under Rule 144 shall comply with all of the requirements of such rule, dividend or other distribution, recapitalization or similar event with respect to including the foregoing.“manner of sale” requirements set forth in Rule 144(f).]15

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension Suspension of the use of said the Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said the Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365-day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said such Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension of the use of said such Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said such Prospectus. “Registrable Securities” means The Purchaser shall maintain in confidence the Shares receipt of any notice of suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, no Suspension shall be for a period longer than 90 days in the aggregate in any 365 day period, and the Company will use its reasonable best efforts to minimize the length of any securities issued or issuable upon such Suspension. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares. Following the termination of any stock splitSuspension, dividend or other distribution, recapitalization or similar event the Company will promptly notify the Purchaser in writing that the use of the Prospectus may be resumed and will provide the Purchaser with respect a copy of any amendment to the foregoingRegistration Statement or supplement to the Prospectus.

Public Sale or Distribution. The Such Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the registration statement to be filed pursuant to the Registration Statement (as defined in Section 7 below) Rights Agreement without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule, if applicable), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Such Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the registration statement to be filed pursuant to the Registration Statement Rights Agreement (a “Suspension”) until such time as an amendment to the Registration Statement such registration statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the such Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Such Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the such Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the such Purchaser written notice that the such Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means Such Purchaser further covenants that it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will such Purchaser engage in any short sale that results in a disposition of any of the Shares by such Purchaser, except in compliance with the Securities Act and the rules and regulations promulgated thereunder and any applicable state securities issued laws. Such Purchaser agrees that it will not effect any disposition of the Shares or issuable upon its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any stock splitapplicable state securities laws, dividend or other distribution, recapitalization or similar event with respect except as contemplated in the registration statement to be filed pursuant to the foregoingRegistration Rights Agreement or as otherwise permitted by law.

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares Registrable Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent Transfer Agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Registrable Securities pursuant to said the Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said the Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 365 day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is Shares are accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365-day period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 5 consecutive days, and no Suspension shall be for a period longer than 20 days in the aggregate in any 365 day period; provided, that each subsequent Suspension must be at least two trading days after the last day of any prior Suspension. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) under the Registration Statement (as defined in Section 7 below) Statements without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part parts of the Registration Statement Statements (a “Suspension”) until such time as an amendment amendments to the Registration Statement has Statements have been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares Registrable Securities pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means In each such notice, the Shares and Company shall not disclose the content of any securities issued or issuable upon any stock splitmaterial, dividend or other distribution, recapitalization or similar event with respect non-public information to the Purchaser. The Purchaser shall maintain in confidence the receipt of any notice of Suspension. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period in excess of fifteen (15) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all of the Suspensions shall not exceed an aggregate of thirty (30) days, and the first day of any Suspension shall be at least five (5) trading days after the last day of any prior Suspension (each, an “Allowable Suspension Period”).

Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares or the Warrant Shares under the Resale Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares and Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities Shares or the Warrant Shares, as applicable, is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities Shares or the Warrant Shares, as applicable, have been sold in accordance with the Resale Registration Statement, the Securities Act and any applicable state securities or “blue sky” Blue Sky laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Resale Registration Statement (a “Suspension”) until such time as an amendment to the Resale Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares or the Warrant Shares for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Shares or Warrant Shares pursuant to said Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means Notwithstanding the foregoing, (i) the Company agrees that no Suspension shall be for a period of longer than 30 consecutive days, and no Suspension shall be for a period longer than 60 days in the aggregate in any 360-day period, and (ii) the Company agrees that, if the legend removal process described in Section 3.2(h) commenced prior to the beginning of a Suspension, then after the completion of such legend removal process, the Company shall honor any transfer of the de-legended Shares or Warrant Shares, even if such transfer occurs during the Suspension period. The Purchaser further covenants to notify the Company promptly of the sale of all of its Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoingWarrant Shares.

Public Sale or Distribution. The Purchaser hereby covenants with the Company not to make any sale of the Registrable Securities (as defined below) Shares under the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Company’s prior written consent, which consent shall not be unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Registrable Securities Shares for resale other than the ProspectusProspectus provided by the Company, including and shall not create or disseminate any “free writing prospectus” (as defined in Rule 405 under the Securities ActRules and Regulations) relating to the Shares. The Purchaser covenants that it will not sell any Shares pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser written notice of the suspension Suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no suspension shall be for a period of longer than 20 consecutive days, and no suspension shall be for a period longer than 60 days in the aggregate in any 365-day period.

Public Sale or Distribution. The Purchaser hereby covenants (a) Each Investor agrees that it will comply with the Company not to make any sale prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities (as defined below) under pursuant to the Registration Statement (as defined in Section 7 below) without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the shall sell its Registrable Securities is accompanied by a separate Purchaser’s Certificate of Subsequent Sale: (i) in the form of Appendix I hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Registrable Securities have been sold in accordance with the Registration Statement, plan of distribution set forth in the Securities Act and any applicable state securities or “blue sky” laws and (B) the prospectus delivery requirement effectively has been satisfiedProspectus. The Purchaser Investor acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement Prospectus (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the CommissionSEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. Each Investor further agrees that, upon receipt of a notice from the Company of the occurrence of a Suspension, such Investor will discontinue disposition of such Registrable Securities under the Registration Statement until such Investor is advised in writing by the Company that the use of the Prospectus, or amended or supplemented Prospectus, as applicable, may be resumed. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. Each Investor, severally and not jointly with the other Investors, agrees that the removal of the restrictive legend from certificates representing Registrable Securities is predicated upon the Company’s reliance that the Investor will comply with the provisions of this subsection. Both the Company and the Transfer Agent, and their respective directors, officers, employees and agents, may rely on this subsection. Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser Investor shall not use any written materials to offer the Registrable Securities for resale other than the Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser Investor covenants that it will not sell any Shares Registrable Securities pursuant to said Prospectus during the period commencing at the time when the Company gives the Purchaser Investor written notice of the suspension of the use of said Prospectus Suspension and ending at the time when the Company gives the Purchaser Investor written notice that the Purchaser Investor may thereafter effect sales pursuant to said Prospectus. “Registrable Securities” means the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 60 consecutive days, and no Suspension shall be for a period longer than 90 days in the aggregate in any 365-day period.