Common use of Agreement Not to Offer or Sell Additional Shares Clause in Contracts

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockStock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of Common Stock and options, restricted stock units and other rights to receive or options to purchase shares of Common Stock, shares of Common Stock underlying options, restricted stock units or other rights to receive or purchase shares of Common Stock, each pursuant to any director or employee equity incentive plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described in the Time of Sale Prospectus; (B) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the Time of Sale Prospectus; and (C) adopt a new equity incentive plan, amend any existing equity incentive plan (including, without limitation, to increase the number of shares reserved for issuance thereunder) and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan or amended equity incentive plan, and issue securities pursuant to such new equity incentive plan or amended equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options, options or other securities issued pursuant to any stock option, stock bonus or other stock such new equity incentive plan or arrangement described in amended equity incentive plan), provided that (1) such new equity incentive plan or amended equity incentive plan satisfies the Registration Statement, transaction requirements of General Instruction A.1 of Form S-8 under the General Disclosure Package Securities Act and the Prospectus; (2) this clause (C) issue shares shall not be available unless each recipient of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance Securities, (i) pursuant to any increase in such new equity incentive plan or (ii) representing the securities authorized additional shares reserved for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or existing equity incentive plan pursuant to any employee benefit plan assumed by the Company in connection with such amendment to such existing equity incentive plan, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such merger shares or acquisition; (F) issue shares securities during the remainder of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the ProspectusUp Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,800,000 of shares of Common Stock and (y) the recipients thereof provide to the Representative a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementStatements, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockShares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,394,493 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares capital stock of Common Stock the Company (the “Capital Stock”) or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Capital Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Capital Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Capital Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares Capital Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of Common any Capital Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockShares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue or grant shares, rights to receive shares, phantom equity settleable into shares of Common Stock or options to purchase shares of Common Stockshares, or issue shares upon settlement of Common Stock upon phantom equity, vesting of a right to receive shares or exercise of options, pursuant to any stock option, stock bonus equity compensation plans or other stock plan or arrangement arrangements described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; Prospectus or any other equity compensation plan or arrangement, but only if the holders of such shares, phantom equity, rights to receive shares or options listed on Exhibit B agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such shares, rights to receive shares, phantom equity or options during such Lock-up Period without the prior written consent of Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) file any registration statement on Form S-8 or a successor form thereto, (D) issue shares securities issuable upon conversion of Common Stock any convertible debt instruments or upon exercise of outstanding any warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Time of Sale Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of and the Prospectus); , (E) issue shares of Common Stock or other securities issued in connection with the a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or license by the Company not less than a majority or controlling portion of the securities, business, property or other assets equity of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any mergerentity, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), that (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does pursuant to this clause (E) shall not exceed 5.0% of the aggregate total number of outstanding shares of Common Stock outstanding immediately following the consummation issuance and sale of the offering of the Offered Shares pursuant to this Agreement hereto and (y) the recipients recipient of the any such shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person and securities issued pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that this clause (xE) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period shall enter into an agreement in writing with Jefferies and SVB Leerink not to sell, offer, dispose of or otherwise transfer any such shares or securities during such Lock-up Period without the prior written consent of Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), and (F) issue and sell shares pursuant to any existing or future at-the-market sales agreement following the earlier to occur of (x) the Underwriters’ exercise in full of their option to purchase the Optional Shares as set forth in Section 2(c) and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, date that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of is 30 days from following the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or options, phantom equity, warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or that are convertible or settle into shares of Common Stockshares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or that are convertible or settle into, shares of Common Stockshares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the Shares); , (viiiB) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock any registration statement on Form S-8 or any outstanding preferred stockamendments thereto, (C) any registration statement that the Company may be required to file pursuant to the Rights Agreement (as defined below) or under applicable law with respect to the Rights (as defined below) and the securities issuable upon exercise or exchange of the Rights, or (D) any registration statement, including any amendments or any prospectuses or prospectus supplements to any registration statement, that the Company is contractually obligated to file under any of the agreements described under “Description of Capital Stock—Certain Registration Obligations” in the Time of Sale Prospectus and the Prospectus); or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock upon the settlement, vesting or exercise of options, warrants or rights outstanding on the date hereof, (C) issue shares of Common Stock (including upon exercise, conversion or settlement of Related Securities), issue options or other rights to purchase or acquire shares of Common Stock, or issue shares of Common Stock upon exercise of optionsany other equity-based awards, in each case pursuant to any stock option, equity incentive, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants , or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities pursuant to or in connection with any mergerthe preferred shares rights agreement, joint venturedated as of August 8, commercial relationship or other strategic or collaborative transactions; provided that2006, in as amended (the case of immediately preceding clauses (E) and (F“Rights Agreement”), (x) between the aggregate number Registrant and the rights agent named therein, including the issuance of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree upon exercise of or in writing exchange for rights to be bound by purchase Series A Participating Preferred Stock (the same terms described in the agreement attached hereto as Exhibit A; (G“Rights”) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the ProspectusRights Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the 90-day initial lock-up period, (A) the Company delivers a certificate to Jefferies, signed by its Chief Executive Officer, certifying on behalf of the Company that (i) the shares of Common Stock qualify as “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the 90-day initial lock-up period (before giving effect to such extension), and (B) Jefferies concurs, in its reasonable judgment, with such certification. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. In addition, notwithstanding anything to the contrary contained in this Section 3(o), the Company shall be permitted to keep in effect the At Market Issuance Sales Agreement, dated August 1, 2014, by and between the Company and MLV & Co. LLC (the “MLV Agreement”) and the prospectus supplement to the base prospectus included in the Registration Statement related thereto, provided that no sales of shares of Common Stock under the MLV Agreement shall be made during the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities and the Warrant Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities or the Warrant Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated herebyhereby (including the issuance of Warrant Shares upon exercise of the Pre-Funded Warrants); (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares Offered Securities pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 2,118,282 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of its Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Common Stock or any outstanding preferred stockStock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue and sell, from time to time, its Common Stock pursuant to that certain Open Market Sales AgreementSM, dated November 14, 2023, by and between the Company and Jefferies LLC, as sales agent, (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of issue and sell its Common Stock or Related Securities authorized for issuance pursuant to any increase in security holders of the securities authorized for issuance under such plans or arrangements effected after Company as of the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided thatthis Agreement, in the case an amount not to exceed an aggregate of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock$10.0 million, provided that (x) such plan does not provide for the transfer of shares of Common Stock during is sold at no less than the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date offering price of the ProspectusOffered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus Final Offering Documents (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and Evercore (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock Shares or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock Shares or Related Securities; (v) file or submit, or cause the filing or submission, of any prospectus in Canada or registration statement under the Securities Act with respect to any Shares or other capital stock or any securities convertible into or exercisable or exchangeable for any Shares or other capital stock (other than the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares to be sold to the Underwriters pursuant to this Agreement, and other than a Form S-8 to register securities issuable pursuant to the Company’s equity compensation plans as those plans are in effect on the date of this Agreement and as described in the Time of Sale Prospectus and Final Offering Documents); or (vi) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock Shares or Related Securities, regardless of whether any such transaction described in clause (i) or (vi) above is to be settled in by delivery of Shares, other capital stock, other securities, in cash or otherwise; (vivii) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockShares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock Shares or options to purchase shares of Common StockRelated Securities, or issue shares of Common Stock Shares upon exercise or vesting of optionsRelated Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or outstanding warrants described in the Registration StatementOffering Documents, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 but only with respect to (x) after the 10th day following the date of the Final Offering Documents, to an aggregate of 602,778 Shares issuable upon the exercise of Related Securities held by directors and executive officers of the Company that are scheduled to expire during the Lock-up Period, and (y) additional Shares or Related Securities, provided that each recipient of such securities that is a director or executive officer of the Company shall have agreed in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus during such Lock-up Period (including, except for the avoidance of doubt, with respect to any additional shares of Common Stock or Shares and Related Securities authorized for issuance pursuant referred to any increase in (x) herein) without the securities authorized for issuance under such plans or arrangements effected after the date prior written consent of the ProspectusJefferies and Evercore (which consent may be withheld in their sole discretion); , (EC) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock Shares or Related Securities in connection with any mergeracquisition, joint venturecollaboration, commercial relationship licensing or other strategic or collaborative transactionstransaction (but excluding transactions principally of a financing nature); provided that, in the case of immediately preceding clauses (E) and (F), (x) that the aggregate number of shares of Common Stock issued Shares or underlying such Related Securities issued in connection with all such acquisitions and other transactions does (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (C) shall not exceed 5.0% five percent (5%) of the aggregate total number of shares of Common Stock Shares issued and outstanding immediately following the consummation of the offering transactions contemplated by this Agreement; and provided further that the Company shall cause each recipient of the such Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities to agree in writing with the Underwriters not to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist sell, offer, dispose of or otherwise transfer any director such Shares or officer of the Company in the establishment of a trading plan by Related Securities during such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period without the prior written consent of Jefferies and Evercore (y) no public report or filing shall which consent may be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicatewithheld in their sole discretion), in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (HD) effect offer and sell Shares under any future at-the-market offering program for which Jefferies is the sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectusagent and/or principal. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock Shares or any securities exchangeable or exercisable for or convertible into shares of Common StockShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common StockShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Securities or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares , but only if the holders of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional such shares of Common Stock or Related Securities authorized for issuance pursuant to any increase options agree in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection writing with the acquisition Underwriters not to sell, offer, dispose of or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with otherwise transfer any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying options during such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and without the prior written consent of Jefferies (y) no public report or filing shall which consent may be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, withheld in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (Gits sole discretion); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock Shares or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock Shares or options to purchase shares of Common StockShares, or issue shares of Common Stock Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; , (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more a registration statements statement on Form S-8 with respect to any Shares or Related Securities securities issued or issuable pursuant to any stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, (D) assist any stockholder of the General Disclosure Package or Company in the Prospectus (including, establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the avoidance transfer of doubt, with respect to any additional shares of Common Stock; provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such plan does not require or Related Securities authorized for issuance otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date terms of the Prospectus); lock-up agreement between such stockholder and the Underwriters in connection with the offering of the Offered Shares, (E) issue shares of Common Stock in connection with the acquisition or license by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger acquisition, or acquisition; (F) issue shares of Common Stock Stock, of restricted stock awards or Related Securities of options to purchase shares of Common Stock, in each case, in connection with any merger, joint ventureventures, commercial relationship relationships or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or underlying such Related Securities issuable pursuant to the exercise of any options issued in connection with with, all such acquisitions and other transactions does not exceed 5.05% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Offered Shares and after giving effect to the Share Repurchase pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. A. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock Shares or any securities exchangeable or exercisable for or convertible into shares of Common StockShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common StockShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock Shares or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockShares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the SharesOffered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Common Stock or any outstanding preferred stockStock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; , (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more any registration statements statement on Form S-8 with respect or a successor form thereto relating to any Shares or Related Securities issued or issuable pursuant to any employee stock option, stock bonus, or other stock plan or arrangement option plans existing on the date of this Agreement and described in the Registration Statement, the General Disclosure Package or Time of Sale Prospectus and the Prospectus and (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (ED) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.a

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 45th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may preceding sentence shall not apply to (A) effect the transactions contemplated hereby; Shares, (B) issue shares the issuance by the Company of Common Stock or options to purchase shares of Common Stock, or issue the issuance by the Company of shares of Common Stock upon the exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementStatements and each Applicable Prospectus, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (xi) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Restricted Period and (yii) no to the extent a public report announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-up Period unless required by Restricted Period; (D) the Exchange Act issuance of Common Stock in connection with the acquisition of warehouse and/or distribution facilities or land suitable for development as a warehouse and/or distribution facility, provided, further, that any recipients of such Common Stock shall execute and such report or filing shall clearly indicate, deliver to the Representative an agreement substantially in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by form of Exhibit C and between the Company and Jefferies, dated June 30, 2021, provided that no sales which agreement shall be made for a period of 30 days from applicable through the 60th day following the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.this Agreement,

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Preferred Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common shares of Preferred Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Preferred Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Preferred Stock or Related SecuritiesSecurities (other than as provided below); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Preferred Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Preferred Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)provided below; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Preferred Stock or Related Securities (other than as provided below or as contemplated by this Agreement with respect to the Offered Shares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Preferred Stock or any securities exchangeable or exercisable for or convertible into shares of Common Preferred Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Preferred Stock. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension (which waiver may be withheld in its sole discretion. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Goldman and Jefferies (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares); (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stockShares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus bonus, restricted stock unit award or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; , but only if the holders thereof (to the extent such holders are the Company’s executive officers and directors and have not already delivered a Lock-up Agreement) agree to restrictions on the resale of securities that are consistent with the form of lock-up letter set forth in Exhibit A for the remainder of the 60-day restricted period, (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.conversion or

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Jefferies and XX Xxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock Shares or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than (x) as contemplated by this Agreement with respect to the SharesOffered Securities and (y) any pre-effective amendment, post-effective amendment or prospectus supplement relating to the Company’s Registration Statements on Form S-1 (Registration Nos. 333-274564, 333-276131 and 333-279902)); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or Shares (other than any outstanding preferred stockstock split to satisfy the minimum share price requirements of the NYSE); or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and in the Subscription Agreement, dated July 28, 2024, by and between the Company and the investors party thereto, (B) issue shares of Common Stock or Shares, options to purchase shares of Common StockShares, or issue shares of Common Stock Shares upon exercise or settlement of options, restricted stock units or performance-based restricted stock units, pursuant to any stock option, restricted stock unit, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; , provided that any directors or officers who are recipients thereof have provided a signed Lock-Up Agreement in the form of Exhibit A attached hereto, (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any repurchase Shares or Related Securities issued pursuant to an agreement to repurchase such Shares or Related Securities outstanding on the date of this Agreement, (D) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement or, (E) file a registration statement on Form S-8 to register the Shares issuable pursuant to any the terms of stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectusinducement arrangements. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock Shares or any securities exchangeable or exercisable for or convertible into shares of Common StockShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common StockShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 45th 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Shares)Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares shares of Common Stock or Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) pursuant to a registration statement on Form S-8); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or any outstanding preferred stock; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (B), (x) the sum of the aggregate number of shares of Common Stock of the Company so issued shall not exceed 1,958,395 shares of Common Stock and (y) the recipients thereof provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto and (C) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus; (C) issue shares of Common Stock upon exercise of outstanding warrants or upon conversion of outstanding shares of preferred stock described in the Registration Statement, Disclosure Package and Prospectus; (D) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package or the Prospectus (including, for the avoidance of doubt, with respect to any additional shares of Common Stock or Related Securities authorized for issuance pursuant to any increase in the securities authorized for issuance under such plans or arrangements effected after the date of the Prospectus); (E) issue shares of Common Stock in connection with the acquisition or license by the Company of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition; (F) issue shares of Common Stock or Related Securities in connection with any merger, joint venture, commercial relationship or other strategic or collaborative transactions; provided that, in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of shares of Common Stock issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5.0% of the aggregate number of shares of Common Stock outstanding immediately following the consummation of the offering of the Shares pursuant to this Agreement and (y) the recipients of the shares of Common Stock or Related Securities agree in writing to be bound by the same terms described in the agreement attached hereto as Exhibit A; (G) assist any director or officer of the Company in the establishment of a trading plan by such person pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period and (y) no public report or filing shall be made during the Lock-up Period unless required by the Exchange Act and such report or filing shall clearly indicate, in the footnotes thereto or otherwise, that the report or filing relates to the circumstances described in this clause (G); or (H) effect sales pursuant to the Open Market Sale AgreementSM, by and between the Company and Jefferies, dated June 30, 2021, provided that no sales shall be made for a period of 30 days from the date of the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.