Common use of Compliance with Principal Market Rules Clause in Contracts

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, the total number of shares of Common Stock that may be issued under this Agreement, shall be limited to 26,212,959 shares of Common Stock (the “Issuance Cap”), which equals 19.9% of the Issuer’s outstanding shares of Common Stock immediately prior to the date hereof, unless stockholder approval is obtained to issue more than the Issuance Cap. The Issuance Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. The Issuer and Intrexon acknowledge and agree that any issuance of Common Stock pursuant to this Agreement in excess of the Issuance Cap will require approval by the Issuer’s stockholders prior to such issuance. The Issuer intends to seek such requisite stockholder approval, if necessary.