Common use of Sales During Pre-Settlement Period Clause in Contracts

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any...

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser Buyer prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the a Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the such Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the such Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells Purchasersells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”)Closing, such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of Subscription Amount for such Pre-Settlement Shares hereunder; and provided further provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Securities to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement SharesSecurities”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares Securities to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares Securities to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the a Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares or Warrants to be issued hereunder to such Purchaser at the such Closing (collectively, the “Pre-Settlement SharesSecurities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares Securities to such Purchaser at the such Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares Securities to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person (as defined below) all, or any portion, of any shares of Common Stock Purchased Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Purchased Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Purchased Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Purchased Shares to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Purchased Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Purchased Shares to any Person and that any such decision to sell any shares of Common Stock Purchased Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserInvestor, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Investor sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser Investor at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser Investor shall, automatically hereunder (without any additional required actions by such Purchaser Investor or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser Investor at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser Investor prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Investor as to whether or not during the Pre-Settlement Period such Purchaser Investor shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser Investor shall solely be made at the time such Purchaser Investor elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Purchased Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Purchased Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Purchased Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Purchased Shares to such Purchaser Buyer prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Purchased Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Purchased Shares to any Person and that any such decision to sell any shares of Common Stock Purchased Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Purchased Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Purchased Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Purchased Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Purchased Shares to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Purchased Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Purchased Shares to any Person and that any such decision to sell any shares of Common Stock Purchased Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Pre- Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sellsell to such Purchaser, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if If at any time on or after the time of execution of this Agreement the underwriting agreement with respect to the Current Offering by the Company and an applicable Purchaserthe Underwriter, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser the Holder sells to any Person all, or any portion, of any shares Common Shares (and/or any Common Shares issuable upon exercise of Common Stock any warrants to be issued hereunder otherwise acquired by the Holder in the Current Offering), in each case, pursuant to such Purchaser at allocations by the Closing Underwriter to the Holder in the Current Offering (collectively, the “Pre-Settlement Shares”), such Purchaser shall, the Holder shall automatically hereunder (without any additional required actions by such Purchaser the Company or the CompanyHolder (other than one or more exercise notices with respect to the Pre-Settlement Shares issuable upon exercise of any warrants, to otherwise be acquired by the Holder in the Current Offering)), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser be acquired by the Holder at the Closingclosing of the Current Offering; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser the Holder prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunderShares; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser the Holder as to whether or not during the Pre-Settlement Period such Purchaser the Holder shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares Pre-Settlement Shares by the Holder shall be made, in the sole discretion of Common Stock by such Purchaser shall solely be made Investor, at the time such Purchaser the Holder elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such the Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such the Purchaser shall solely be made at the time such the Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser the Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Common Shares or shares of Common Stock issuable upon conversion of the Preferred Shares to be issued hereunder to such Purchaser the Buyer at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser the Buyer shall, automatically hereunder (without any additional required actions by such Purchaser the Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser the Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser the Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser the Buyer as to whether or not during the Pre-Settlement Period such Purchaser the Buyer shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares Pre-Settlement Shares by the Buyer shall be made, in the sole discretion of Common Stock by such Purchaser shall solely be made the Buyer, at the time such Purchaser the Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares or Series B Warrant Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”)Closing, such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Class B Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Pre- Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Class B Shares to any Person and that any such decision to sell any shares of Common Stock Class B Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, through and including the time immediately prior to the Closing (the “"Pre-Settlement Period”"), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Class B Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “"Pre-Settlement Shares”"), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Class B Shares to any Person and that any such decision to sell any shares of Common Stock Class B Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.. EXECUTION VERSION

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, through and including the time immediately prior to the a Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person (as defined below) all, or any portion, of any shares of Common Stock Conversion Shares or Warrant Shares to be issued hereunder to such Purchaser Buyer at the such Closing (collectively, the “Pre-Settlement Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser Buyer at the such Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser Buyer prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

Sales During Pre-Settlement Period. Notwithstanding anything herein Subject to the contraryPurchaser’s representations in Section 3.1(gg), if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall will sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time later of execution (i) the date on which the Registration Statement registering all of this Agreement the Registrable Securities is declared effective by the Company Commission and an applicable Purchaser(ii) the date on which the Merger has been consummated, through, and including the time immediately prior to the Second Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Second Closing or any Warrant Shares issuable upon exercise of any Warrants to be issued hereunder to such Purchaser at the Second Closing pursuant to which such Purchaser has delivered an Exercise Notice to the Company during such Pre-Settlement Period (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Second Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price (and/or exercise price, as applicable) of such Pre-Settlement Shares hereunderhereunder (and/or pursuant to such Warrants, as applicable); and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable PurchaserBuyer, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser Buyer sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Purchased Shares to be issued hereunder to such Purchaser Buyer at the Closing (collectively, the “Pre-Settlement Purchased Shares”), such Purchaser Buyer shall, automatically hereunder (without any additional required actions by such Purchaser Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Purchased Shares to such Purchaser Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Purchased Shares to such Purchaser Buyer prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Purchased Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser Buyer as to whether or not during the Pre-Settlement Period such Purchaser Buyer shall sell any shares of Common Stock Purchased Shares to any Person and that any such decision to sell any shares of Common Stock Purchased Shares by such Purchaser Buyer shall solely be made made, in the sole discretion of such Buyer, at the time such Purchaser Buyer elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; provided, further, that such Person shall have agree in writing to be bound by the terms of this Agreement; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”)Closing, such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing or any Warrant Shares issuable upon exercise of any Warrants to be issued hereunder to such Purchaser at the Closing pursuant to which such Purchaser has delivered an exercise notice to the Company during such Pre-Settlement Period (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s 's receipt of the purchase price (and/or exercise price, as applicable) of such Pre-Settlement Shares hereunderhereunder (and/or pursuant to such Warrants, as applicable); and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Pre-Settlement Shares to any Person and that any such decision to sell any shares of Common Stock Pre-Settlement Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any shares of Common Stock Shares or Warrant Shares, as applicable, to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Pre-Settlement Common Stock Shares to any Person and that any such decision to sell any shares of Pre-Settlement Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares and Warrants to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SharesSecurities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares Securities to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “"Pre-Settlement Period”"), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “"Pre-Settlement Shares”"), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s 's receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.. 44

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the a Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of any shares of Common Stock Shares to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such the Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such the Purchaser shall solely be made made, in the sole discretion of the Purchaser, at the time such the Purchaser elects to effect any such sale, if any.

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; provided, further, that such Person shall have agree in writing to be bound by the terms of this Agreement; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.. (Signature Pages Follow) 37

Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; provided, further, that such Person shall have agree in writing to be bound by the terms of this Agreement; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.