Common use of Certain Trading Activities Clause in Contracts

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Certain Trading Activities. Such Purchaser Buyer has not directly or indirectly indirectly, nor to such Buyer’s knowledge has any Person who is subject to the direction or control of such Buyer and who is acting on behalf of or pursuant to any understanding with such Buyer, (i) engaged in any Short Sales (as defined below) involving the Company’s securities securities) since the time date that it was such Buyer first contacted by the Company with respect to became aware of the transactions contemplated hereby, or (ii) traded in securities of the Company while aware of material non-public information regarding the Company or its securities. For purposes of this Section, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under of Regulation SHO adopted under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker broker-dealers or foreign regulated brokers. Notwithstanding brokers having the foregoing, in the case effect of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in hedging the securities of the Company or involving the Company’s securities during investment contemplated under this Agreement. Such Buyer covenants that neither it, nor any person who is subject to the period from the date hereof until direction or control of such time as Buyer and who is acting on its behalf or pursuant to any understanding with it, will (i) engage in any Short Sales prior to the transactions contemplated by this Agreement are first publicly announced filing of the 8-K Filing (as described in Section 4.5 defined below), or (ii) this Agreement is terminated trade in full pursuant to Section 6.18securities of the Company while aware of material non-public information regarding the Company or its securities. Notwithstanding the foregoingforegoing to the contrary, for avoidance any Short Sales or trades in securities of doubt, nothing contained herein shall constitute a representation the Company occurring in any ETF or warrantyindex fund, or preclude any actionseffected by an investment adviser, with respect to the identification of the availability ofinvestment company or pooled investment vehicle, or securing of, available shares to borrow in order to effect short sales or similar transactions in other Person that is not effected at the futuredirection of such Buyer shall not be deemed a breach of any provision of this subsection (m).

Certain Trading Activities. Such Purchaser Other than with respect to the transactions contemplated herein, since the time that the Investor was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Investor nor any Affiliate of the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to the Investor's investments or trading or information concerning the Investor's investments, including in respect of the Notes, and (z) is subject to the Investor's review or input concerning such Affiliate's investments or trading (collectively, "Trading Affiliates") has directly or indirectly engaged in indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Investor or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis's securities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser the Investor and/or Trading Affiliate that is is, individually or is part of collectively, a multi-managed investment bank or vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s the Investor's or Trading Affiliate's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s the Investor's or Trading Affiliate's assets, the representation set forth above shall solely apply only with respect to the portion of assets of such Purchaser managed by the portfolio manager managers that made have knowledge about the investment decision to purchase the Securities covered financing transaction contemplated by this Agreement. Such Purchaser hereby covenants Other than to other Persons party to this Agreement, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and agrees not to engage, directly or indirectly, in any transactions in the securities terms of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future. The Investor is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Investor.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities Shares covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 4.4 or (ii) this Agreement is terminated in full pursuant to Section 6.186.17. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Certain Trading Activities. Such Purchaser Buyer has not directly or indirectly indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer which had knowledge of the transactions contemplated hereby, (x) has or shares discretion relating to such Buyer's investments and trading or information concerning such Buyer's investments or (y) is subject to such Buyer's review or input concerning such Person's investments or trading (the foregoing, "Buyer Trading Affiliates"), engaged in any sale or purchase in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities 's securities) since the time that it such Buyer was first contacted by the Company with respect to regarding the transactions investment in the Company contemplated herebyherein. “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "1934 Act") ("Regulation SHO") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US U.S. broker dealers or foreign regulated brokers. Notwithstanding brokers (but shall not be deemed to include the foregoing, in the case location and/or reservation of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18borrowable Common Shares). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future. Such Buyer is not as of the date hereof, and will not be immediately following the Closing, a "beneficial owner" (as defined pursuant to Rule 13d-3 of 0000 Xxx) of more than 10% of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Common Shares Equivalents (as defined in Section 4(o)(i)(3)) owned by such Buyer, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) but taking into account any limitations on exercise or conversion contained therein).

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than with respect to the Company’s securities transactions contemplated herein, since the time that it such Investor was first contacted by the Company with respect to or any other Person regarding the transactions contemplated hereby. , neither such Investor nor any Affiliate of such Investor which (i) had knowledge of the transactions contemplated hereby, (ii) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, and (y) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Short Sales” includeTrading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Investor or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, all “short sales” any Short Sales (as defined in Rule 200 promulgated under Regulation SHO under below) involving the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basisCompany’s securities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser an Investor and/or Trading Affiliate that is is, individually or is part of collectively, a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such FundInvestor’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such FundInvestor’s or Trading Affiliate’s assets, the representation set forth above shall solely apply only with respect to the portion of assets of such Purchaser managed by the portfolio manager managers that made have knowledge about the investment decision to purchase the Securities covered financing transaction contemplated by this Agreement. Such Purchaser hereby covenants Other than to other Persons party to this Agreement and agrees not to engageadvisors, directly or indirectlysuch Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). For purposes of this Section 4.7, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as “Short Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the transactions contemplated by this Agreement are first publicly announced Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as described defined in Section 4.5 or Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation sales and other transactions through non-U.S. broker dealers or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the futureforeign regulated brokers.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than with respect to the Company’s securities transactions contemplated herein, since the time that it such Investor was first contacted by the Company with respect to or any other Person regarding the transactions contemplated hereby. , neither such Investor nor any Affiliate of such Investor which (i) had knowledge of the transactions contemplated hereby, (ii) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, and (y) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Short Sales” includeTrading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Investor or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, all “short sales” any Short Sales (as defined in Rule 200 promulgated under Regulation SHO under below) involving the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basisCompany’s securities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser an Investor and/or Trading Affiliate that is is, individually or is part of collectively, a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such FundInvestor’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such FundInvestor’s or Trading Affiliate’s assets, the representation set forth above shall solely apply only with respect to the portion of assets of such Purchaser managed by the portfolio manager managers that made have knowledge about the investment decision to purchase the Securities covered financing transaction contemplated by this Agreement. Such Purchaser hereby covenants Other than to other Persons party to this Agreement and agrees not to engageadvisors, directly or indirectlysuch Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). For purposes of this Section 4.7, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as “Short Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the transactions contemplated by this Agreement are first publicly announced Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as described defined in Section 4.5 or Rule 16a-l(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation sales and other transactions through non-U.S. broker dealers or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the futureforeign regulated brokers.

Certain Trading Activities. Such Purchaser Neither the Buyer nor any of the Buyer's affiliates that it exercises investment discretion over or to which it has not provided knowledge of the transactions contemplated by the Transaction Documents has, directly or indirectly indirectly, and no Person acting on behalf of the Buyer or its affiliates has directly or indirectly, engaged in any transactions in the securities of the Parent or the Company (including, without limitation, any Short Sales involving the Company’s securities Parent's securities) since the time that it the Buyer was first contacted by the Company Parent, a placement agent or any other Person with respect to the transactions contemplated hereby. “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoingThe Buyer covenants that neither it, in the case nor any of a Purchaser its affiliates that is it exercises investment discretion over or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct to which it has provided knowledge of the investment decisions made transactions contemplated by the portfolio managers managing other portions Transaction Documents, nor any Person acting on behalf of such Fund’s assets, the representation set forth above shall solely apply with respect Buyer or any of its affiliates that it exercises investment discretion over or to which it has provided knowledge of the portion of assets of such Purchaser managed transactions contemplated by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, Transaction Documents will engage in any transactions in the securities of the Parent or the Company or involving (including Short Sales) prior to the Company’s securities during the period from the date hereof until such time as (i) that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18disclosed. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales Short Sales or similar transactions in the future.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this AgreementPurchased Shares. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18full. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Certain Trading Activities. Such Other than with respect to the transactions contemplated herein, since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent or any other Person regarding this investment in the Company and (2) the tenth (10th) day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly engaged indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basissecurities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants shall not, and agrees shall cause its Trading Affiliates not to to, engage, directly or indirectly, in any transactions in the securities of the Company or (including, without limitation, any Short Sales involving the Company’s securities securities) during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.186.17. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, for avoidance of doubtno Purchaser makes any representation, nothing contained herein shall constitute a representation warranty or warranty, or preclude any actions, with respect to covenant hereby that it will not engage in Short Sales in the identification securities of the availability of, or securing of, available shares to borrow Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in order to effect short sales or similar transactions in the futureSection 4.5.

Certain Trading Activities. Such Other than with respect to the transactions contemplated herein, since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent or any other Person regarding this investment in the Company and (2) the tenth (10th) day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly engaged indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basissecurities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants shall not, and agrees shall cause its Trading Affiliates not to to, engage, directly or indirectly, in any transactions in the securities of the Company or (including, without limitation, any Short Sales involving the Company’s securities securities) during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 4.6 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, for avoidance of doubtno Purchaser makes any representation, nothing contained herein shall constitute a representation warranty or warranty, or preclude any actions, with respect to covenant hereby that it will not engage in Short Sales in the identification securities of the availability of, or securing of, available shares to borrow Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in order to effect short sales or similar transactions in the futureSection 4.6.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than the Company’s securities transactions contemplated herein, since the time that it such Purchaser was first contacted by the Company with respect to or any other Person regarding this investment in the Company neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser's investments or trading or information concerning such Purchaser's investments and (z) is subject to such Purchaser's review or input concerning such Affiliate's investments or trading (collectively, "Trading Affiliates") has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company. “Such Purchaser hereby covenants and agrees not to, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company's securities during the period from the date hereof until (i) the later of (A) sixty (60) days after the Closing Date and (B) such time as the transactions contemplated by this Agreement are first publicly announced as described in Section 4(i) hereof or (ii) such time as this Agreement is terminated in full pursuant to Section 8 hereof. Other than to other Persons party to this Agreement and those expressly acknowledged by the Company, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). "Short Sales” " include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker U.S. broker-dealers or foreign regulated brokers. Notwithstanding Such Purchaser acknowledges the foregoingSEC's position set forth in Item 65, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge Section 5 under Section A, of the investment decisions made Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the portfolio managers managing other portions Office of such Fund’s assetsChief Counsel, the representation set forth above shall solely apply with respect to the portion Division of assets of Corporation Finance, and such Purchaser managed by the portfolio manager that made the investment decision will adhere to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the futureposition.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than the Company’s securities transactions contemplated herein, since the time that it such Buyer was first contacted by the Company with respect to or any other Person regarding this investment in the Company, neither the Buyer nor any Affiliate of such Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Buyer's investments or trading or information concerning such Buyer's investments and (z) is subject to such Buyer's review or input concerning such Affiliate's investments or trading (collectively, "Trading Affiliates") has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company. “Such Buyer hereby covenants and agrees not to, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company's securities during the period from the date hereof until the earlier to occur of (i) such time as the transactions contemplated by this Agreement are first publicly announced or (ii) such time as this Agreement is terminated in full. Other than to other Persons party to this Agreement and those expressly acknowledged by the Company, such Buyer has maintained the confidentiality of the existence and terms of this transaction. "Short Sales” " include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker U.S. broker-dealers or foreign regulated brokers. Notwithstanding Such Buyer acknowledges the foregoingSEC's position set forth in Item 65, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge Section 5 under Section A, of the investment decisions made Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the portfolio managers managing other portions Office of Chief Counsel, Division of Corporation Finance, and such Fund’s assets, the representation set forth above shall solely apply with respect Buyer will adhere to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the futureposition.

Certain Trading Activities. Such Purchaser Neither such Buyer nor its affiliates has not directly or indirectly engaged in any Short Sales involving the Company’s 's securities since the time that it such Buyer was first contacted by the Company with respect to the transactions contemplated hereby. “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange 1934 Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser Buyer that is or is part of a multi-managed investment vehicle (a “"Fund”") whereby separate portfolio managers manage separate portions of such Fund’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s 's assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser Buyer or its affiliates, as applicable, managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser Buyer hereby covenants and agrees not to to, and shall cause its affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s 's securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 4(h) hereof or (ii) this Agreement is terminated in full pursuant to Section 6.188 hereof. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future. The Company acknowledges and agrees that each Buyer does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 2.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving the Company’s securities Other than executing this Agreement, since the time that it was first contacted by such Buyer executed and delivered a confidentiality agreement (and any extension thereof) with the Company with respect to the transactions contemplated hereby. , neither the Buyer nor any “Short Salesaffiliate” include(as defined in the Securities Act) of such Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Buyer’s investments or trading or information concerning such Buyer’s investments, including in respect of the Securities, and (z) is subject to such Buyer’s review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer or Trading Affiliate, effected or agreed to effect any sales or purchases of the securities of the Company (including, without limitation, all “short sales” any Short Sales (as defined in Rule 200 promulgated under Regulation SHO under below) involving the Exchange Act and all types Company’s securities, but not including the location and/or reservation of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basisborrowable shares of Common Stock), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser Buyer and/or Trading Affiliate that is is, individually or is part of collectively, a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such FundBuyer’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such FundBuyer’s or Trading Affiliate’s assets, the representation set forth above shall solely apply only with respect to the portion of assets of such Purchaser managed by the portfolio manager managers that made have knowledge about the investment decision to purchase the Securities covered financing transaction contemplated by this Agreement. Such Purchaser Notwithstanding the foregoing, no Buyer makes any representation, warranty or covenant hereby covenants and agrees that it will not to engage, directly or indirectly, engage in any transactions Short Sales in the securities of the Company or involving after the Company’s securities during the period from the date hereof until such time as (i) that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 5(i). For purposes of this clause (k), “Short Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoingsales and other transactions through non-U.S. broker dealers or foreign regulated brokers, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actionsbut, with respect to clause (i) and (ii) above, not including the identification location and/or reservation of the availability of, or securing of, available borrowable shares to borrow in order to effect short sales or similar transactions in the futureof Common Stock.

Certain Trading Activities. Such Purchaser Other than the transactions contemplated herein, since the time that Buyer was first contacted by the Company, the Agent or any other Person regarding this investment in the Company, neither the Buyer nor any Affiliate of Buyer which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to Buyer’s investments or trading or information concerning Buyer’s investments and (z) is subject to Buyer’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly engaged indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Buyer or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company. Buyer hereby covenants and agrees not to, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any Short Sales transactions in the securities of the Company or involving the Company’s securities since during the period from the date hereof until the earlier to occur of (i) such time that it was first contacted by the Company with respect to as the transactions contemplated herebyby this Agreement are first publicly announced as described in Section 4(h) hereof or (ii) such time as this Agreement is terminated in full pursuant to Section 8 hereof. Other than to other Persons party to this Agreement and those expressly acknowledged by the Company, Buyer has maintained the confidentiality of the existence and terms of this transaction “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker U.S. broker-dealers or foreign regulated brokers. Notwithstanding Buyer acknowledges the foregoingSEC’s position set forth in Item 65, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge Section 5 under Section A, of the investment decisions made Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the portfolio managers managing other portions Office of Chief Counsel, Division of Corporation Finance, and Buyer will adhere to such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the futureposition.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than with respect to the Company’s securities transactions contemplated herein and except as set forth on Schedule 6.10 hereof, since the earlier to occur of (1) the time that it the Lender was first contacted by the Company with respect or any other Person regarding the transactions contemplated hereby and (2) the tenth (10th) day prior to the date of this Agreement, neither the Lender nor any Affiliate of the Lender which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Lender's investments or trading or information concerning the Lender's investments, including in respect of the Note and Warrant, and (z) is subject to the Lender's review or input concerning such Affiliate's investments or trading (collectively, "TRADING AFFILIATES") has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Lender or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company's securities). “Short Sales” Other than to other Persons party to this Agreement (and their respective officers, employees, representatives, agents, attorneys or investors), the Lender has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). For purposes hereof, "SHORT SALES" include, without limitation, (i) all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps swaps, "put equivalent positions" (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-US U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Certain Trading Activities. Such Other than with respect to the transactions contemplated herein, since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent or any other Person regarding an investment in the Company and (2) the tenth (10th) day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly engaged indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated hereby. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basissecurities), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants shall not, and agrees shall cause its Trading Affiliates not to to, engage, directly or indirectly, in any transactions in the securities of the Company or (including, without limitation, any Short Sales involving the Company’s securities securities) during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 4.6 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the foregoing, for avoidance Commission currently takes the position that covering a short position established prior to effectiveness of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, resale registration statement with respect to the identification shares included in such registration statement would be a violation of Section 5 of the availability ofSecurities Act, or securing ofas set forth in Item 65, available shares to borrow Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Except in order to effect short sales or similar transactions compliance with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, the Purchaser will not engage in any Short Sales that result in the futuredisposition of the Securities (including the Warrant Shares) acquired hereunder by the Purchaser.

Certain Trading Activities. Such Purchaser The Investor has not directly or indirectly indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales involving the Company’s securities since 's securities) during the period of time commencing as of the time that it the Investor was first contacted by the Company or Placement Agent regarding the specific investment in the Securities contemplated by this Agreement and ending immediately prior to the execution of this Agreement by the Investor (it being understood that transactions shall not include the location and/or reservation of borrowable shares of Common Stock). The Investor covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with respect it will engage in any trading in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated herebyby this Agreement are publicly disclosed pursuant to the 8-K Filing contemplated by Section 6.2. “For purposes hereof, "Short Sales” include, without limitation, " means all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokersAct. Notwithstanding the foregoing, in the case of a Purchaser that the Investor is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s the Investor's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s the Investor's assets, the representation representations set forth above shall solely only apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly had or indirectly, in any transactions in the securities has knowledge of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described Agreement. No Investment, Tax or Legal Advice. The Investor understands that nothing in Section 4.5 or (ii) the SEC Reports, this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warrantyAgreement, or preclude any actions, with respect other materials presented to the identification Investor in connection with the purchase and sale of the availability ofSecurities constitutes legal, tax or securing ofinvestment advice. The Investor has consulted such legal, available shares to borrow tax and investment advisors as it, in order to effect short sales its sole discretion, has deemed necessary or similar transactions appropriate in the futureconnection with its purchase of Securities.

Certain Trading Activities. Such Purchaser has not directly or indirectly engaged in any Short Sales involving Other than with respect to the Company’s securities transactions contemplated herein, since the time that it such Purchaser was first contacted by the Company with respect to or any other Person regarding the transactions contemplated hereby, the Purchaser has not, directly or indirectly, effected or agreed to effect any purchases or sales of securities in the Company, including Short Sales, and further agrees not to effect any Short Sales of Company’s securities until after the earlier of (a) the conversion of the Notes or (b) the Maturity Date. “Short Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-US U.S. broker dealers or foreign non-U.S. regulated brokersbrokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Notwithstanding the foregoing, (i) in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such FundPurchaser’s assets, the foregoing representation set forth above shall solely only apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase acquire the Securities covered by this Agreement. Such Agreement and (ii) and in the case of a Purchaser hereby covenants and agrees not whose investment adviser utilized an information barrier with respect to engagethe information regarding the transactions contemplated hereunder after first being contacted by the Company or such other Person representing the Company, directly the representation set forth above shall only apply after the point in time when the portfolio manager who manages such Purchaser’s assets was informed of the information regarding the transactions contemplated hereunder and, with respect to the Purchaser’s investment adviser, the representation set forth above shall only apply with respect to any purchases or indirectlysales, in any transactions in including Short Sales, of the securities of the Company on behalf of other funds or involving investment vehicles for which the CompanyPurchaser’s securities during investment adviser is also an investment adviser or sub-adviser after the period from point in time when the date hereof until portfolio manager who manages the assets of such time as (i) other funds or investment vehicles for which the Purchaser’s investment adviser is also an investment adviser or sub-adviser was informed of the information regarding the transactions contemplated by hereunder. Other than to other persons party to this Agreement are first publicly announced as described and to the Purchaser’s representatives or agents, including, but not limited to, the Purchaser’s legal, Tax and investment advisors, such Purchaser has maintained the confidentiality of all disclosures made to it in Section 4.5 or connection with the transactions contemplated hereunder (ii) this Agreement is terminated in full pursuant to Section 6.18including the existence and terms of such transactions). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales Short Sales or similar transactions in the future.

Certain Trading Activities. Such Purchaser Neither such Buyer, nor any affiliate, foreign or domestic, of Buyer, which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to such Buyer’s investments or trading or information concerning such Buyer’s investments and (z) is subject to such Buyer’s review or input concerning such affiliate’s investments or trading (collectively, "Trading Affiliates") has directly or indirectly indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer or Trading Affiliate, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities securities) since the time date that it such Buyer was first contacted by the Company with respect to or any Person acting on their behalf regarding the transactions investment in the Company contemplated herebyby this Agreement. For purposes of this Section, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under of Regulation SHO adopted under the Exchange 1934 Act (as defined in Section 3(f) below) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker broker-dealers or foreign regulated brokers. Notwithstanding brokers having the foregoing, in effect of hedging the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge securities of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made Company or the investment decision to purchase the Securities covered by contemplated under this Agreement. Such Purchaser hereby Buyer covenants and agrees not that neither it, nor any Person acting on its behalf or pursuant to engageany understanding with it, directly or indirectly, will engage in any transactions in the securities of the Company or involving (including Short Sales) prior to the Company’s securities during the period from the date hereof until such time as (i) that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding disclosed by the foregoing, for avoidance Company by means of doubt, nothing contained herein shall constitute filing a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.Current Report on Form 8-K.

Certain Trading Activities. Such Purchaser Buyer has not directly or indirectly indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Buyer which had knowledge of the transactions contemplated hereby and that (x) has or shares discretion relating to such Buyer's investments and trading or information concerning such Buyer's investments or (y) is subject to such Buyer's review or input concerning such Person's investments or trading (the foregoing, "Buyer Trading Affiliates"), engaged in any sale or purchase in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities 's securities) since the time that it such Buyer was first contacted by the Company with respect to or the transactions Placement Agent regarding the investment in the Company contemplated herebyherein (the "Restricted Period"). “"Short Sales” " include, without limitation, all “"short sales” " as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "1934 Act") ("Regulation SHO") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US U.S. broker dealers or foreign regulated brokers. Notwithstanding brokers (but shall not be deemed to include the foregoing, in the case location and/or reservation of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18borrowable Common Shares). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to (i) the satisfaction, during the Restricted Period, of any contractual arrangements entered into prior to the Restricted Period and (ii) the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future. Such Buyer is not as of the date hereof, and will not be immediately following the Closing, a "beneficial owner" (as defined pursuant to Rule 13d-3 of 0000 Xxx) of more than 10% of the Company's issued and outstanding Common Shares (calculated based on the assumption that all Common Shares Equivalents (as defined in Section 4(n)(i)(1)) owned by such Buyer, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) but taking into account any limitations on exercise or conversion contained therein).

Certain Trading Activities. Such Purchaser Holder has not directly or indirectly indirectly, nor has any person or entity acting on behalf of or pursuant to any understanding with such Holder, engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales (as defined below) involving the Company’s securities securities) since the time that it was first contacted by the Company on December 8, 2008 regarding this transaction. Such Holder covenants that neither it nor any person or entity acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed by the Company. Such Holder has maintained, and covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company such Holder will maintain, the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, in the case of a Holder that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Holder’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Holder’s assets, the representation set forth above shall only apply with respect to the transactions contemplated herebyportion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other parties to this Agreement, such Holder has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). As used herein, “Short SalesShares” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoing, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or involving the Company’s securities during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Certain Trading Activities. Such Other than with respect to the transactions contemplated herein, since the earlier to occur of (1) the time that the Purchaser was first contacted by the Company, the Placement Agent or any other Person regarding an investment in the Company and (2) the tenth (10th) day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has not or shares discretion relating to the Purchaser’s investments or trading or information concerning the Purchaser’s investments, including in respect of the Securities, or (z) is subject to the Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly engaged indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities since the time that it was first contacted by the Company with respect to the transactions contemplated herebysecurities). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis)The Purchaser shall not, and sales and other transactions through non-US broker dealers or foreign regulated brokers. Notwithstanding the foregoingshall cause its Trading Affiliates not to, in the case of a Purchaser that is or is part of a multi-managed investment vehicle (a “Fund”) whereby separate portfolio managers manage separate portions of such Fund’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Fund’s assets, the representation set forth above shall solely apply with respect to the portion of assets of such Purchaser managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Such Purchaser hereby covenants and agrees not to engage, directly or indirectly, in any transactions in the securities of the Company or (including, without limitation, any Short Sales involving the Company’s securities securities) during the period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced as described in Section 4.5 4.6 or (ii) this Agreement is terminated in full pursuant to Section 6.18. Notwithstanding The Purchaser understands and acknowledges that the foregoing, for avoidance Commission currently takes the position that covering a short position established prior to effectiveness of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, resale registration statement with respect to the identification shares included in such registration statement would be a violation of Section 5 of the availability ofSecurities Act, or securing ofas set forth in Item 65, available shares to borrow Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Except in order to effect short sales or similar transactions compliance with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, the Purchaser will not engage in any Short Sales that result in the futuredisposition of the Securities (including the Warrant Shares) acquired hereunder by the Purchaser.