Common use of Acknowledgment Regarding Buyer’s Trading Activity Clause in Contracts

Acknowledgment Regarding Buyer’s Trading Activity. It is understood and acknowledged by the Company that, except as expressly set forth in Section 4.16, (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Company at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documents.

Acknowledgment Regarding Buyer’s Trading Activity. It Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company that, except as expressly set forth in Section 4.16, : (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have has been asked by the Company or any of its Subsidiaries to agree, nor has any the Buyer agreed with the Company or any of its Subsidiariesagreed, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any , securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold any of the Securities Purchased Shares for any specified term; , (ii) any past or future open market or other transactions by the Buyer, specifically including, without limitation, Short Sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company's publicly-traded securities, (iii) the Buyer, and counterparties counter-parties in “"derivative” " transactions to which any such the Buyer is a party, directly or indirectly, presently may have a “"short” " position in the Ordinary Shares which was established prior to such Buyer’s knowledge of Common Stock and (iv) the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counterparty counter-party in any “"derivative” " transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (xy) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities Purchased Shares are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are being determined and (yz) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing shareholders’ stockholders' equity interest interests in the Company at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documents.

Acknowledgment Regarding Buyer’s Trading Activity. It is understood and acknowledged by the Company that, except as expressly set forth in Section 4.164.18, (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares Common Stock upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares Common Stock of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes and Warrants are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Company at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documents.

Acknowledgment Regarding Buyer’s Trading Activity. It is understood and acknowledged by Except as may be contained in that certain Confidentiality Agreement, effective as of December 1, 2017, between the Company thatand Starboard (the “Confidentiality Agreement”), except as expressly set forth which agreement remains in Section 4.16full force and effect, (ia) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have has been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its SubsidiariesCompany, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any , securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; and (iib) any Buyer, and counterparties counter-parties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the CompanyCommon Stock. The Company further understands and acknowledges that following subject to compliance with the public disclosure terms and conditions of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) Confidentiality Agreement and applicable statutes, rules, regulations and other laws, (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares, the Interest Shares deliverable with respect to and/or the Notes Warrant Shares are being determined or the conversion ratios or exchange ratios of the Notes and/or Warrants are being adjusted or recalculated and (y) such hedging and/or trading activities, if any, can could reduce the value of the existing shareholdersstockholders’ equity interest interests in the Company both at and after the time the hedging and/or trading activities activities, to the extent not prohibited by statute, rule or other regulation, are being conducted. The Company acknowledges that any such aforementioned hedging and/or trading activities activities, provided they comply with the terms of the Confidentiality Agreement and do not otherwise violate statutes, rules, regulations or other laws relating to “xxxxxxx xxxxxxx” generally, do not constitute a breach of this Agreement Agreement, the Notes, the Warrants or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgment Regarding Buyer’s Trading Activity. It Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company Apricus that, except as expressly set forth in Section 4.16, : (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have has been asked by the Company or any of its Subsidiaries Apricus to agree, nor has any Buyer agreed with the Company or any of its Subsidiariesagreed, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any , securities of the CompanyApricus, or “"derivative” " securities based on securities issued by the Company Apricus or to hold any of the Securities for any specified term; , (ii) past or future open market or other transactions by any Buyer, specifically including, without limitation, short sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of Apricus' publicly-traded securities, (iii) any Buyer, and counterparties counter-parties in “"derivative” " transactions to which any such Buyer is a party, directly or indirectly, may presently may have a “"short” " position in the Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; Apricus Common Stock and (iiiiv) each Buyer shall not be deemed to have any affiliation with or control over any arm’s 's length counterparty counter-party in any “"derivative” " transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company Apricus further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (xy) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Warrant Shares deliverable with respect to the Notes Securities are being determined determined, and (yz) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing shareholders’ stockholders' equity interest interests in the Company Apricus at and after the time that the hedging and/or trading activities are being conducted. The Company Apricus acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Apricus Transaction Documents.

Acknowledgment Regarding Buyer’s Trading Activity. It Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(g) and 4.15 hereof), it is understood and acknowledged by the Company that, except as expressly set forth in Section 4.16, : (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have has been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiariesagreed, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any , securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; , (ii) past or future open market or other transactions by any Buyer, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Buyer, and counterparties counter-parties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, may presently may have a “short” position in the Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; Common Stock and (iiiiv) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty counter-party in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (xy) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Underlying Shares deliverable with respect to the Notes Securities are being determined determined, and (yz) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing shareholders’ stockholders' equity interest interests in the Company at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documents.

Acknowledgment Regarding Buyer’s Trading Activity. It Except as provided in Section 4.(t) below, it is understood and acknowledged by the Company that, except as expressly set forth in Section 4.16, that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion Warrant Shares deliverable with respect to the Notes Securities are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholdersstockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement Agreement, the Warrants or any other Transaction Document or any of the Transaction Documentsdocuments executed in connection herewith or therewith.

Acknowledgment Regarding Buyer’s Trading Activity. It is understood and acknowledged by the Company that, except as expressly set forth in Section 4.16, that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release Prospectus Supplement (as defined below) (x) one or more Buyers may engage in hedging and/or trading activities (or any preparation therefore, including, without limitation, the location, reservation, and/or borrowing of shares of Common Stock) at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion Shares or Warrant Shares deliverable with respect to the Notes Securities are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholdersstockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities (or any preparation therefore, including, without limitation, the location, reservation, and/or borrowing of shares of Common Stock) do not constitute a breach of this Agreement Agreement, the Notes or any other Transaction Document or any of the Transaction Documentsdocuments executed in connection herewith or therewith. Each Buyer hereby agrees solely with the Company, severally and not jointly, and not with any other Buyer, beginning as of 9:30 a.m., New York time, on the date following the Issuance Date (as defined in the Series B Warrant and Series F Warrant, as applicable), and ending on the earlier of (i) the date such Holder no longer holds either Series B Warrants or Series F Warrants, or (ii) the Expiration Date (as defined in the Series B Warrant and Series F Warrant), such Holder shall not execute any sale of Common Shares that is marked as a short sale (but not including any sale marked “short exempt”); provided, that the limitation on the Buyer’s sales contained in this Section 3(dd) shall not be in effect upon the occurrence of any Delivery Failure (as defined in either the Series B Warrant or Series F Warrant, a applicable) and until the day after the respective Delivery Failure has been cured.

Acknowledgment Regarding Buyer’s Trading Activity. It is understood and acknowledged by the Company that, except as expressly set forth in Section 4.164.7, (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Ordinary Shares Common Stock upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares Common Stock of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) (x) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes Debentures are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Company at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documents.