Common use of Compliance with Rules of Principal Market Clause in Contracts

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject Notwithstanding anything to Section 2(e)(ii) belowthe contrary herein, the Company shall not issue or sell effect any shares of Common Stock pursuant to sales under this Agreement, Agreement and the Investor shall not have the obligation to purchase or acquire any shares of Common Stock pursuant to Shares under this Agreement, Agreement to the extent (but only to the extent) that after giving effect thereto, to such purchase and sale the aggregate number of shares of Common Stock that would be Shares issued pursuant to under this Agreement would exceed 19.99% of the maximum aggregate number of shares Common Shares issued and outstanding as of the Effective Date, which number shall be reduced, on a share-for-share basis, by the number of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Principal Market (such maximum number of shares, the “Exchange Cap”); provided that, unless and until the Company elects to solicit stockholder approval Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement Exchange Cap in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the CompanyPrincipal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceed the lower of (i) the Official Closing Price (on the Nasdaq Stock Market) immediately preceding the Effective Date; or (ii) the average Official Closing Price for the five Trading Days immediately preceding the Effective Date. For In connection with each Advance Notice, any portion of an Advance that would exceed the avoidance of doubtExchange Cap, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if without stockholder approval is not obtained of issuances in accordance with this Section 2(e)(i), excess of the Exchange Cap having been obtained prior, shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be applicable for all purposes deemed automatically modified to reduce the aggregate amount of this Agreement and the transactions contemplated hereby at all times during the term requested Advance by an amount equal to such withdrawn portion in respect of this Agreement (except as set forth in Section 2(e)(ii) below)each Advance Notice.

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject Notwithstanding anything to Section 2(e)(ii) belowthe contrary herein, the Company shall not issue or sell effect any shares of Common Stock pursuant to sales under this Agreement, Agreement and the Investor shall not have the obligation to purchase or acquire any shares of Common Stock pursuant to Shares under this Agreement, Agreement to the extent (but only to the extent) that after giving effect thereto, to such purchase and sale the aggregate number of shares of Common Stock that would be Shares issued pursuant to under this Agreement would exceed 19.99% of the maximum aggregate number of shares Common Shares issued and outstanding as of the Effective Date of this Agreement, which number shall be reduced, on a share-for-share basis, by the number of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Principal Market (such maximum number of shares, the “Exchange Cap”)) provided that, unless and until the Company elects Exchange Cap will not apply if (a) the Company’s stockholders have approved the issuance of Common Shares pursuant to solicit stockholder approval this Agreement in excess of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement Exchange Cap in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the CompanyPrincipal Market, or (b) the Average Price of all applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date. For the avoidance In connection with each Advance Notice, any portion of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, an Advance that if stockholder approval is not obtained in accordance with this Section 2(e)(i), would exceed the Exchange Cap shall automatically be applicable for all purposes withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of this Agreement and the transactions contemplated hereby at all times during the term requested Advance by an amount equal to such withdrawn portion in respect of this Agreement (except as set forth in Section 2(e)(ii) below)each Advance Notice.

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (which maximum number of shares is 6,304,669, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 4,809,486 (taking into account all such number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 2,625,426, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 15,310,115 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(g)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 4,210,684 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(g)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(g)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate Articles of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 5,288,425 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Nasdaq Global Market or (Bany other Principal Market on which the Common Stock may be listed or quoted) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ the Nasdaq Global Market, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Company’s Certificate of Incorporation Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(g)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 22,082,743 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ the NYSE American or any other Principal Market on which the Common Stock Marketmay be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ the NYSE American, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Company’s Certificate of Incorporation Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(d)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(d)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(d)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 5,686,041 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 5,796,733 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 7,169,313 shares (representing a number of shares of Common Stock equal to 19.99% of the maximum shares of Common Stock issued and outstanding immediately prior to the execution of the Prior Purchase Agreement, less the total aggregate number of shares of Common Stock that were issued by the Company may issue pursuant to this Agreement and the transactions contemplated hereby Investor under the Prior Purchase Agreement), which number of shares shall be (taking into account all i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any other transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Marketthe Principal Market and (ii) without appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (A) breaching the Company’s obligations under the applicable rules such maximum number of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the CompanyPrincipal Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 8,829,756 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketNasdaq Capital Market LLC) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Nasdaq Capital Market LLC or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Nasdaq Capital Market LLC (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Nasdaq Capital Market LLC and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 2,026,936, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would be equal or greater to 3,070,886 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Nasdaq Global Market or (Bany other Principal Market on which the Common Stock may be listed or quoted) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Global Market, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Certificate Company’s Articles of Incorporation Incorporation, as amended and Bylaws as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(g)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 12,489,666 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(g)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(g)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(d)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of 8,500,000 shares of Common Stock that (which number shall be reduced, on a share-for-share basis, by the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ the NYSE Amex or any other Principal Market on which the Common Stock Marketmay be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ the NYSE Amex, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Certificate Articles of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(d)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(d)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 5,369,613, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 26,042,434 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketMarket or any other Principal Market on which the Common Stock may be listed or quoted) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market, any other Principal Market on which the Common Stock may be listed or quoted, and the Restated Certificate of Incorporation Formation and Bylaws By-laws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(h)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 6,852,465, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market Market, and the Certificate Articles of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(h)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(h)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate Articles of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 2,260,751 (taking into account all such number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketMarket or any other Principal Market on which the Common Stock may be listed or quoted) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market, any other Principal Market on which the Common Stock may be listed or quoted, and the Restated Certificate of Incorporation Formation and Bylaws By-laws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 4,322,591 (taking into account all such number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market LLC and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyLLC. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 4,195,058 (taking into account all such number of shares equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market LLC and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyLLC. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(g)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 3,266,177 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(g)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(g)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock from the Company pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 1,024,901 (taking into account all such number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit obtain stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 3,142,430 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 1,774,024, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 3,290,045 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (B) obtaining stockholder approval under the applicable rules such maximum number of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market and the Certificate of Incorporation and Bylaws of the CompanyMarket. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 8,298,680 (taking into account all representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Marketthe Principal Market and (ii) without appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (A) breaching the Company’s obligations under the applicable rules such maximum number of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement Agreement, and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the CompanyPrincipal Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by issuance of Common Stock pursuant to this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by issuance of Common Stock pursuant to this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by issuance of Common Stock pursuant to this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(c)(ii) below, the Company shall not issue or sell any shares of Common Stock Purchase Shares or Commitment Shares pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock Purchase Shares or Commitment Shares pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be Purchase Shares and Commitment Shares issued pursuant to this Agreement would exceed the maximum number of 1,434,994 shares of Common Stock that (19.99% of the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all 7,178,560 outstanding shares of Common Stock issued or issuable pursuant to any transaction or series on the date of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketAgreement) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder shareholder approval of the transactions contemplated by this Agreement and the stockholders shareholders of the Company have in in-fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ the Principal Market, the Nasdaq Stock Market and the Certificate of Incorporation and Bylaws By-laws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders shareholders to approve the transactions contemplated by this Agreement; provided, that if stockholder shareholder approval is not obtained in accordance with this Section 2(e)(i2(c)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(c)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Nasdaq Stock Market) without (A1) breaching the Company’s obligations under the applicable rules of The NASDAQ Nasdaq Stock Market or (B2) obtaining stockholder approval under the applicable rules of The NASDAQ Nasdaq Stock Market (which maximum number of shares is 4,628,858, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Nasdaq Stock Market Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 17,814,790 shares of Common Stock (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ the NYSE MKT or any other Principal Market on which the Common Stock Marketmay be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ the NYSE MKT, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Company’s Certificate of Incorporation Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii2(f)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock MarketMarket or any other Principal Market on which the Common Stock may be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market or any other Principal Market on which the Common Stock may be listed or quoted (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NASDAQ Stock Market, any other Principal Market on which the Common Stock may be listed or quoted, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject Notwithstanding anything to Section 2(e)(ii) belowthe contrary herein, the Company shall not issue or sell effect any shares of Common Stock pursuant to sales under this Agreement, Agreement and the Investor shall not have the obligation to purchase or acquire any shares of Common Stock pursuant to Ordinary Shares under this Agreement, Agreement to the extent (but only to the extent) that after giving effect thereto, to such purchase and sale the aggregate number of shares of Common Stock that would be Ordinary Shares issued pursuant to under this Agreement would exceed 19.99% of the maximum aggregate number of shares Ordinary Shares issued and outstanding as of Common Stock that the Company may issue pursuant to Effective Date of this Agreement and Agreement, which number shall be reduced, on a share-for-share basis, by the transactions contemplated hereby (taking into account all shares number of Common Stock Ordinary Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Principal Market (such maximum number of shares, the “Exchange Cap”); provided, unless and until however, that the Company elects Exchange Cap will not apply if (a) the Company’s shareholders have approved the issuance of Ordinary Shares pursuant to solicit stockholder approval this Agreement in excess of the transactions contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement Exchange Cap in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the Company. For Principal Market, (b) the avoidance Average Price of doubtall applicable sales of Ordinary Shares hereunder (including any sales covered by a Purchase Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the Effective Date; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date, the Company may, but shall be under no obligation to, request its stockholders or (c) has duly elected to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained follow home country practice rules in accordance with this Section 2(e)(iNasdaq Listing Rule 5615(a)(3). In connection with each Purchase Notice, any portion of the number of Shares requested to be purchased that would exceed the Exchange Cap shall automatically be applicable for all purposes withdrawn with no further action required by the Company and such Purchase Notice shall be deemed automatically modified to reduce the aggregate amount of this Agreement and the transactions contemplated hereby at all times during the term Shares requested in such Purchase Notice by an amount equal to such withdrawn portion in respect of this Agreement (except as set forth in Section 2(e)(ii) below)each Purchase Notice.

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 18,376,749 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ the NYSE American or any other Principal Market on which the Common Stock Marketmay be listed or quoted) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ the NYSE American, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Company’s Certificate of Incorporation Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby would exceed 5,521,258 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the date of this Agreement (taking into account all which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Nasdaq Capital Market or (Bany other Principal Market on which the Common Stock may be listed or quoted) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ the Nasdaq Capital Market, any other Principal Market on which the Common Stock Market may be listed or quoted, and the Company’s Certificate of Incorporation Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws of the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Compliance with Rules of Principal Market. (i) Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market) without (A) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (B) obtaining stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the transactions issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved the transactions contemplated by this Agreement such issuance in accordance with the applicable rules and regulations of The NASDAQ Stock Market and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the transactions issuance of Common Stock contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).