Common use of Additional Issuances of Securities Clause in Contracts

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine (9) months after the Closing Date, the Company will not, unless approved by the Buyer, its Affiliates or the Director Designees, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (as defined below), except for any rights, warrants, options or Common Stock issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), or (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing. For the avoidance of doubt, the foregoing shall not apply to debt that is not convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents. For purposes of this Agreement, (x) “Common Stock Equivalents” means, collectively, Options and Convertible Securities; (y) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; and (z) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during From the date hereof until the date that is the ninety (90) day period beginning on immediately following the date the Registration Statement(s) covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective date of by the SEC, the Company will not, directly or indirectly, file any registration statement in connection with a Demand Registration, except for registration statements covering the SEC other than the Registration Statement (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations as defined in the ordinary courseRegistration Rights Agreement). (ii) From the date hereof until nine (9) months after the Closing Date (the "Trigger Date"), the Company will not, unless approved by the Buyer, its Affiliates or the Director DesigneesRequired Holders, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ ' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (as defined below), except for any rights, warrants, options or Common Stock issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board (any such offer, sale, grant, disposition or announcement being referred to as a “"Subsequent Placement”), ") or (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing. For the avoidance of doubt, the foregoing shall not apply to debt that is not convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents. For purposes Notwithstanding the foregoing, the Company shall be permitted, prior to the Trigger Date, to sell the equity securities of each Subsidiary with an asterisk next to the name of such Subsidiary on Schedule 3(a). (iii) From the Trigger Date until the eighteen (18) month anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this AgreementSection 4(o)(iv). (1) The Company shall deliver to each Buyer an irrevocable written notice (the "Offer Notice") of any proposed or intended issuance or sale or exchange (the "Offer") of the securities being offered (the "Offered Securities") in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) “Common Stock Equivalents” meansdescribe the price and other terms upon which they are to be issued, collectivelysold or exchanged, Options and Convertible Securities; the number or amount of the Offered Securities to be issued, sold or exchanged, (y) “Options” means any rightsidentify the persons or entities (if known) to which or with which the Offered Securities are to be offered, warrants issued, sold or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; exchanged and (z) “Convertible offer to issue and sell to or exchange with such Buyers twenty-five percent (25%) of the Offered Securities” means , allocated among such Buyers (a) based on such Buyer's pro rata portion of the Common Shares purchased hereunder (the "Basic Amount"), and (b) with respect to each Buyer that elects to purchase its Basic Amount, any stock additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the "Undersubscription Amount"), which process shall be repeated until the Buyers shall have an opportunity to subscribe for any remaining Undersubscription Amount. (2) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Buyer's receipt of the Offer Notice (the "Offer Period"), setting forth the portion of such Buyer's Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the "Notice of Acceptance"). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the "Available Undersubscription Amount"), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire on the tenth (10th) Business Day after such Buyer's receipt of such new Offer Notice. (3) The Company shall have ten (10) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the "Refused Securities") pursuant to a definitive agreement (the "Subsequent Placement Agreement"), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (4) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(o)(iv)(3) above), then each Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(iv)(2) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to Section 4(o)(iv)(3) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(o)(iv)(1) above. (5) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers shall acquire from the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4(o)(iv)(3) above if the Buyers have so elected, upon the terms and conditions specified in the Offer. (6) Any Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(o)(iv)(3) above may not be issued, sold or exchanged until they are again offered to the Buyers under the procedures specified in this Agreement. (7) The Company and the Buyers agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement Documents") shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement, and (y) any registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in the Registration Rights Agreement. (8) Notwithstanding anything to the contrary in this Section 4(o) and unless otherwise agreed to by the Buyers, the Company shall either confirm in writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Buyers will not be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice. If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyers, such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession of any material, non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Buyer with another Offer Notice and each Buyer will again have the right of participation set forth in this Section 4(o)(iv). The Company shall not be permitted to deliver more than Optionsone such Offer Notice to the Buyers in any 60 day period. (iv) directly The restrictions contained in subsection (ii) of this Section 4(o) shall not apply in connection with (x) the issuance of any Excluded Securities (as defined in the Warrants) or indirectly (y) the issuance of any warrants in connection with the issuance or refinancing of debt that is not convertible into into, exchangeable or exercisable for Common Stock or exchangeable for shares Common Stock Equivalents, provided, that such warrants shall not be exercisable before the earlier to occur of Common Stock(x) the date that is sixty (60) days immediately following the last Adjustment Date hereunder and (y) the date that is eight (8) months immediately following the Closing Date. The restrictions contained in subsection (iii) of this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities.

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (iia) From the date hereof until nine the date that is 30 Trading Days following the Effective Date (9) months after the Closing “Trigger Date”), the Company will not, unless approved other than under its 2004 Compensation Plan or employed inducement options as contemplated by the Buyerrules of the American Stock Exchange, its Affiliates or the Director Designees, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents (as defined below), except for any rights, warrants, options or Common Stock issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). In addition to the foregoing, or from the Trigger Date until the later of (i) the six month anniversary of the Closing Date and (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing. For four month anniversary of the avoidance of doubtEffective Date, the foregoing shall not apply to debt Company will not, directly or indirectly, without the consent of Investors holding a majority of the Registrable Securities, effect any Subsequent Placement for a purchase price (or conversion, exercise, exchange or equivalent price) per share of Common Stock that is not convertible into less than $5.31 (subject to adjustment for stock splits, stock combinations, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events) (b) From the Trigger Date until the one year anniversary of the Effective Date, the Company will not, directly or exchangeable indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.7(b). (ii) The Company shall deliver to each Investor a written notice (the “Offer Notice”) of any proposed or exercisable for Common Stock intended issuance or Common Stock Equivalents. For purposes sale or exchange (the “Offer”) of this Agreementthe securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) “Common Stock Equivalents” meansdescribe the price and other terms upon which they are to be issued, collectivelysold or exchanged, Options and Convertible Securities; the number or amount of the Offered Securities to be issued, sold or exchanged, (y) “Options” means any rightsidentify the persons or entities (if known) to which or with which the Offered Securities are to be offered, warrants issued, sold or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; exchanged and (z) offer to issue and sell to or exchange with such Investors at least 25% of the Offered Securities, allocated among such Investors (a) based on such Investor’s pro rata portion of the Common Shares purchased hereunder (the “Convertible Securities” means Basic Amount”), and (b) with respect to each Investor that elects to purchase its Basic Amount, any stock additional portion of the Offered Securities attributable to the Basic Amounts of other Investors as such Investor shall indicate it will purchase or securities acquire should the other Investors subscribe for less than their Basic Amounts (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stockthe “Undersubscription Amount”).

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine the date that is ten (910) months days after the Closing date that one or more Registration Statement(s) covering the resale of all Registrable Shares has been effective and available for the re-sale of all such Registrable Shares (the “Trigger Date”), the Company will shall not, unless approved by the Buyer, its Affiliates or the Director Designees, (i1) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiariessubsidiaries’ debt, equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock ordinary shares or Common Stock Ordinary Share Equivalents (as defined below), except for any rights, warrants, options or Common Stock issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), ) or (ii2) be party to any solicitations, negotiations or discussions with regard to the foregoing. For the avoidance of doubtAs used herein, the foregoing shall not apply to debt that is not (i) “Convertible Securities” means any shares or securities (other than Options) convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents. For purposes of this Agreementordinary shares, (x) “Common Stock Equivalents” means, collectively, Options and Convertible Securities; (yii) “Options” means any rights, warrants or options to subscribe for or purchase ordinary shares of Common Stock or Convertible Securities; provided, that and (iii) “Ordinary Share Equivalents” means, collectively, Options and Convertible Securities. Notwithstanding the defined term “Options” foregoing, this section shall not include any rightsapply in respect of the issuance of (a) ordinary shares, warrants options or options issued restricted share units to employees, consultants, officers or directors of of, or consultants to, the Company, in connection with their services Company pursuant to the Company, as approved by the Board; and (z) “Convertible Securities” means any stock or securities option plan duly adopted by the Board of Directors for such purpose, including, but not limited to, the Company’s 2013 Stock Incentive Subplan and the Company’s Amended and Restated 2009 Stock Incentive Plan, (other than Optionsb) directly ordinary shares issuable upon the conversion or indirectly convertible into exercise of Ordinary Share Equivalents issued prior to the Closing Date; provided that the Ordinary Share Equivalents are not amended or exercisable modified to (i) lower the conversion or exchangeable for exercise price therein, (ii) increase the number of ordinary shares issuable upon any conversion or exercise thereof or (iii) extend the term of Common Stockany such Ordinary Share Equivalents, and (c) any ordinary shares issuable upon the Second Closing (as defined in that certain Subscription Agreement, dated as of July 29, 2016, by and between the Company and the Participants (as defined therein) (the “2016 Subscription Agreement”)) under the 2016 Subscription Agreement.

Additional Issuances of Securities. (ia) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securitiesagrees that, except in each case pursuant to a Demand Registrationfor the Follow-On Shareholder Financing, during if any, for the period commencing on the date hereof and ending ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine (9) months days after the Closing DateClosing, neither the Company will not, unless approved by the Buyer, nor any of its Affiliates or the Director Designees, (i) subsidiaries shall directly or indirectlyindirectly issue, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ their respective equity or equity equivalent securities, including including, without limitation limitation, any debt, preferred stock stock, rights, options, warrants or other instrument or security that is, is at any time during its life and under any circumstances, circumstances convertible into or exchangeable for, or exercisable for otherwise entitles the holder thereof to receive, capital stock and other securities of the Company (including, without limitation, Common Stock Equivalents) (collectively with such capital stock or Common Stock Equivalents (as defined below), except for any rights, warrants, options or Common Stock issued to employees, consultants, officers or directors other securities of the Company, in connection with their services to the Company, as approved by the Board “Equivalents”) (any such issuance, offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). (b) Except for the Follow-On Shareholder Financing, or if any, the Company agrees that it shall not engage in any Subsequent Placement after the ninety (ii90) be party day period set forth in Section 4.11(a) has expired without the prior written consent of Co-Investment Fund, if such Subsequent Placement seeks to any solicitations, negotiations or discussions with regard to raise less than $15 million. (c) Notwithstanding the foregoing. For the avoidance of doubt, the foregoing this Section 4.11 shall not apply to debt that is not convertible into or exchangeable or exercisable for in respect of the issuance of (A) Common Stock or standard options to purchase Common Stock Equivalents. For purposes of this Agreement, (x) “Common Stock Equivalents” means, collectively, Options and Convertible Securities; (y) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employeesdirectors, consultantsofficers, employees or consultants of the Company in connection with their service as directors or officers or directors of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program or other contract or arrangement approved by the Board of Directors of the Company (or the compensation committee of the Board of Directors of the Company), provided that all such issuances after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof, (B) Common Stock or standard warrants (including so-called xxxxx warrants) to purchase Common Stock in connection with their services strategic alliances, acquisitions, mergers, strategic partnerships, joint ventures, vendor and supplier arrangements and as equity kickers in lease and financing transactions, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s Board of Directors, provided that all such issuances after the date hereof pursuant to this clause (B) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the Companydate hereof, as approved (C) shares issued upon the conversion or exercise of Equivalents issued prior to the date hereof, provided that such Equivalents have not been amended since the date of this Agreement to increase the number of shares issuable thereunder or to lower the exercise or conversion price thereof or otherwise materially change the terms or conditions thereof in any manner that adversely affects any of the Investors, (D) shares issued or issuable by the Board; and (z) “Convertible Securities” means any reason of a dividend, stock split or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of distribution on Common Stock, (E) the Conversion Shares, or (F) the Warrant Shares (each of the foregoing in clauses (A) through (F), collectively the “Excluded Securities”).

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine (9) months after through the Closing Date30 day anniversary of the date hereof, the Company will not, unless approved by the Buyer, its Affiliates or the Director Designees, (i) directly or indirectly, except pursuant to its existing 10b5-1 plans, employee and director stock and stock option plans (provided that the Company shall not permit during such period the establishment of any Rule 10b5-1 plan pursuant to which shares would be sold during such period), and the existing direct stock purchase plan, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents Options or Convertible Securities. From the date hereof through the 45 day anniversary of the date hereof, the Company will not, directly or indirectly, except pursuant to its existing 10b5-1 plans, employee and director stock and stock option plans (as defined belowprovided that the Company shall not permit during such period the establishment of any Rule 10b5-1 plan pursuant to which shares would be sold during such period), except for and the existing direct stock purchase plan, offer, sell, grant any rightsoption to purchase, warrants, options or Common Stock issued to employees, consultants, officers otherwise dispose of (or directors of the Company, in connection with their services to the Company, as approved by the Board (announce any such offer, sale, grantgrant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, disposition including without limitation any debt, preferred stock or announcement being referred to as a “Subsequent Placement”)other instrument or security that is, or (ii) be party to at any solicitationstime during its life and under any circumstances, negotiations or discussions with regard to the foregoing. For the avoidance of doubt, the foregoing shall not apply to debt that is not convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents. For purposes of this Agreement, (x) “Common Stock Equivalents” means, collectively, Options and or Convertible Securities; (y) , at a price less than $7.25 per share. “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; and (z) . “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for registration statements covering (y) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations on Form S-4 or Form S-8 or any successor form, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine (9) months after through the Closing Date30 day anniversary of the date hereof, the Company will not, unless approved by the Buyer, its Affiliates or the Director Designees, (i) directly or indirectly, except pursuant to its existing 10b5-1 plans, employee and director stock and stock option plans (provided that the Company shall not permit during such period the establishment of any Rule 10b5-1 plan pursuant to which shares would be sold during such period), and the existing direct stock purchase plan, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents Options or Convertible Securities. From the date hereof through the 45 day anniversary of the date hereof, the Company will not, directly or indirectly, except pursuant to its existing 10b5-1 plans, employee and director stock and stock option plans (as defined belowprovided that the Company shall not permit during such period the establishment of any Rule 10b5-1 plan pursuant to which shares would be sold during such period), except for and the existing direct stock purchase plan, offer, sell, grant any rightsoption to purchase, warrants, options or Common Stock issued to employees, consultants, officers otherwise dispose of (or directors of the Company, in connection with their services to the Company, as approved by the Board (announce any such offer, sale, grantgrant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, disposition including without limitation any debt, preferred stock or announcement being referred to as a “Subsequent Placement”)other instrument or security that is, or (ii) be party to at any solicitationstime during its life and under any circumstances, negotiations or discussions with regard to the foregoing. For the avoidance of doubt, the foregoing shall not apply to debt that is not convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents. For purposes of this Agreement, (x) “Common Stock Equivalents” means, collectively, Options and or Convertible Securities; (y) , at a price less than $7.25 per share. “Options” means any rights, warrants or options to subscribe for for, or purchase shares of of, Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; and (z) . “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Additional Issuances of Securities. (i) The Company shall not effect any public sale or distribution of its equity securities or any securities convertible into or exchangeable or exercisable for its equity securities, except in each case pursuant to a Demand Registration, during the ninety (90) day period beginning on the effective date of any registration statement in connection with a Demand Registration, except for pursuant to a registration statements statement covering (yx) sales or distributions of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for its equity securities pursuant to registrations a registration statement on Form S-4 or Form S-8 or any successor form, (y) the issuance of shares of Common Stock upon the conversion, exercise or exchange, by the holder thereof, of options, warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to the terms of such options, warrants or other securities, or (z) the issuance of shares of Common Stock in connection with transfers to dividend reinvestment plans or to employee benefit plans in order to enable any such employee benefit plan to fulfill its funding obligations in the ordinary course. (ii) From the date hereof until nine (9) months after the Closing Date, the Company will not, unless approved by the Buyer, its Affiliates or a majority of the Director DesigneesDesignees on the Board, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (as defined below), except for any rights, warrants, warrants or options or Common Stock issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), or (ii) be party to any solicitations, negotiations or discussions with regard to the foregoing. For the avoidance of doubt, the foregoing shall not apply to debt that is not convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents. For purposes of this Agreement, (x) “Common Stock Equivalents” means, collectively, Options and Convertible Securities; (y) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities; provided, that the defined term “Options” shall not include any rights, warrants or options issued to employees, consultants, officers or directors of the Company, in connection with their services to the Company, as approved by the Board; and (z) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.