Common use of Limitation on Variable Rate Transactions Clause in Contracts

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt Issuance” means the issuance of (a) any Purchase Shares Securities issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: of (i) the 30thirty-month anniversary of six (36) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Ordinary Shares or Common Ordinary Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Ordinary Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Ordinary Shares, including, without limitation, Ordinary Shares, any debt, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares or Ordinary Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Ordinary Shares or Ordinary Share Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Ordinary Shares or Ordinary Share Equivalents, whereby the Company may sell Ordinary Shares or Ordinary Share Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Ordinary Shares, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) Ordinary Shares, Ordinary Shares Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) Ordinary Shares, Ordinary Share Equivalents or other securities upon the exercise, exchange or conversion of any Ordinary Shares, Ordinary Share Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Ordinary Share Equivalents owned issued and outstanding on the date hereof, provided that such securities or heldOrdinary Share Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or Ordinary Shares underlying such securities or to decrease the exercise price, directly exchange price or indirectly, by the Investor at any timeconversion price of such securities, (cf) any securitiesOrdinary Share Equivalents that are convertible into, includingexchangeable or exercisable for, without limitationor include the right to receive Ordinary Shares at a conversion price, Common Shares exercise price, exchange rate or Common other price (which may be below the then current market price of the Ordinary Shares) that is fixed at the time of initial issuance of such Ordinary Share Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or any combination of units thereofother similar transaction), issuable which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Ordinary Share Equivalent be based upon or varying with the trading prices of or quotations for the Ordinary Shares or subject to the Investor or any of its affiliates or designees being reset at some future date, and (g) securities issued pursuant to any other agreement acquisitions, divestitures, licenses, partnerships, collaborations or arrangement between strategic transactions approved by the Investor or any Board of its affiliates or designees, on the one hand, and Directors of the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: thirty (i30) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of Common Shares or Common Share Equivalents (or any combination of units thereof) in any Stock involving a Variable Rate Transaction other than with the Investor. “Variable Rate Transaction” means an “equity line of credit”, “at-the-market offering” or other continuous offering or substantially similar offering in which transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against price based on the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities market price of the Company or its Subsidiaries which entitle Company’s shares of Common Stock at the holder thereof time of each such purchase, provided, however, that this Section 5(l) shall not be deemed to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt Issuance” means prohibit the issuance and sale of (ai) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange shares of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued Stock pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer, (ii) warrants or other equity-like securities in connection with an equity, warrant or other inducement offering or exchange with a registered broker-dealer, (iii) securities issued pursuant to acquisitions or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (iv) Common Stock to employees, officers, directors or vendors of the Company pursuant to any employee stock purchase plan or other stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later earlier of: (i) the 30later of (A) the 36-month anniversary of the date of this Agreement and or (iiB) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective and (ii) the one (1) year anniversary of any earlier the date of the termination of this AgreementAgreement pursuant to and in accordance with Section 11 of this Agreement (if applicable), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (excluding any customary “cashless” exercise provision of any Common Stock purchase warrant that is not a “prepaid” or “prefunded” warrant or “xxxxx” or similar warrant that has a nominal or no cash exercise price), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” anti-dilution provision, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction or any “weighted-average” anti-dilution provision), (ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than pursuant to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction or pursuant to any “weighted-average” anti-dilution provision), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, including, without limitation, a “Black-Scholes” put or call right (other than a “Black-Scholes” put or call right that is triggered only upon a “Fundamental Transaction”, as such term is defined in the applicable debt or equity security), or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, (3) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities referred to in this clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, or (4) any securities to be issued by the Company to the Investor pursuant to any other agreement between the Company and the Investor, (c) securities issued pursuant to acquisitions, divestitures, partnerships, licenses, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, partnerships, licenses, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance is not for the primary purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: of (i) the 30thirty-month anniversary of six (36) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common American Depositary Shares or Common American Depositary Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common American Depositary Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common American Depositary Shares, including, without limitation, Ordinary Shares, any debt, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common American Depositary Shares. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional American Depositary Shares or American Depositary Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the American Depositary Shares at any time after the initial issuance of such equity or debt securities (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement “cashless exercise” provision), or arrangement between (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the Investor initial issuance of such equity or any debt security or upon the occurrence of its affiliates specified or designees, on contingent events directly or indirectly related to the one hand, and business of the Company or the market for the American Depositary Shares (including, without limitation, any of its Subsidiaries“full ratchet” or “weighted average” anti-dilution provisions, on the but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other handsimilar transaction), entered into (ii) issues or sells any equity or debt securities, including without limitation, American Depositary Shares or American Depositary Share Equivalents, either (A) at a price that is subject to being reset at some future date after the date initial issuance of this Agreementsuch debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the American Depositary Shares (other than standard anti-dilution protection for any reorganization, if anyrecapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (dB) Common Shares issued pursuant that is subject to an or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “atBlack-the-market offeringScholes” by put or call right) that provides for the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.issuance

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 30thirty-month anniversary of six (36) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Share Stock Equivalents owned referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or heldCommon Stock underlying such securities or to decrease the exercise price, directly exchange price or indirectlyconversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination Board of units thereof), issuable to the Investor or any Directors of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other handbusiness of the Company and shall provide to the Company additional benefits in addition to the investment of funds, entered into after but shall not include a transaction in which the date Company is issuing securities primarily for the purpose of this Agreementraising capital or to an entity whose primary business is investing in securities, if any, or (dh) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlyor (i) securities (such as warrants) or Common Stock issued in connection with future financings or offerings of the Company, such as but not limited to, registered direct offerings, rights offerings, and confidentially marketed public offerings; provided such underlying transactions do not involve a Variable Rate Transaction.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30-month anniversary of date that the date of this Agreement and Investor has purchased $10 million in Shares hereunder, (ii) 12 months after effectiveness of initial registration statement or (iii) three (3) months after any Termination hereunder (the 30-month anniversary of the Commencement Date (if the Commencement has occurred“Limitation Date”), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt IssuanceIssuance or with the prior written consent of the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, common shares, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Shares or Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Shares at any time after the initial issuance of such equity or debt securities (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement “cashless exercise” provision), or arrangement between (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the Investor initial issuance of such equity or any debt security or upon the occurrence of its affiliates specified or designees, on contingent events directly or indirectly related to the one hand, and business of the Company or the market for the Shares (including, without limitation, any of its Subsidiaries“full ratchet” or “weighted average” anti-dilution provisions, on the but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other handsimilar transaction), entered into (ii) issues or sells any equity or debt securities, including without limitation, Shares or Share Equivalents, either (A) at a price that is subject to being reset at some future date after the date initial issuance of this Agreementsuch debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Shares (other than standard anti-dilution protection for any reorganization, if anyrecapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (dB) Common Shares issued pursuant that is subject to an or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “atBlack-the-market offeringScholes” by put or call right) that provides for the Company exclusively through a registered broker-dealer acting as agent issuance of additional equity securities of the Company pursuant to a written agreement between or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line” that is not an Exempt Issuance or other continuous offering or similar offering of Shares or Share Equivalents, whereby the Company and such registered broker-dealer onlymay sell Shares or Share Equivalents at a future determined price.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 3024-month anniversary of the date of this Agreement and (ii) the 3024-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Ordinary Shares or Common Share Ordinary Shares Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Ordinary Shares Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Ordinary Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares or Ordinary Shares Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions), (ii) issues or sells any debt or equity securities, including without limitation, Ordinary Shares or Ordinary Shares Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares, or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Ordinary Shares or Ordinary Shares Equivalents, whereby the Company may sell Ordinary Shares or Ordinary Shares Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this AgreementAgreement or any other agreement between the Company and the Investor, (bc) any securities issued upon the exercise or exchange of or conversion of any Common Securities, Ordinary Shares or Common Share Ordinary Shares Equivalents owned or held, directly or indirectly, by the Investor at any time, (cd) any securities, including, without limitation, Common Ordinary Shares or Common Share Ordinary Shares Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, (e) securities upon the exercise or exchange of or conversion of any Ordinary Shares Equivalents issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (f) securities issued pursuant to acquisitions or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (dg) Common Ordinary Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting primarily as agent agent(s) of the Company pursuant to a written equity distribution or sales agreement between the Company and such registered broker-dealer onlydealer(s).

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) thirty-six (36) months from the 30-month anniversary of the date of this Agreement Execution Date and (ii) twelve (12) months following the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementAgreement pursuant to Section 11, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (ii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. For the avoidance of doubt, the offering and sale by the Company of a warrant with either (i) a customary “cashless exercise” term, or (ii) a customary weighted-average price anti-dilution adjustment that is triggered by the Company’s subsequent sale of equity securities at a price that is lower than the applicable conversion price shall not be deemed to be a prohibited Variable Rate Transaction. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Share Stock Equivalents owned referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or heldCommon Stock underlying such securities or to decrease the exercise price, directly exchange price or indirectlyconversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination Board of units thereof), issuable to the Investor or any Directors of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other handbusiness of the Company and shall provide to the Company additional benefits in addition to the investment of funds, entered into after but shall not include a transaction in which the date Company is issuing securities primarily for the purpose of this Agreementraising capital or to an entity whose primary business is investing in securities, if any, or (dh) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlyor (i) securities (such as warrants) or Common Stock issued in connection with future financings or offerings of the Company, such as but not limited to, registered direct offerings, rights offerings, and confidentially marketed public offerings; provided such underlying transactions do not involve a Variable Rate Transaction.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later earlier of: (i) the 30later of (A) the 24-month anniversary of the date of this Agreement and or (iiB) the 3024-month anniversary of the Commencement Date (if the Commencement has occurred), and (ii) the date on which the Investor has purchased the full Available Amount of Purchase Shares pursuant to this Agreement, in either any case set forth in clause (i) or (ii) of this Section 5(l) irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents at a conversion price, exercise price, exchange rate or other price that (A) is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities and (aB) either has no “floor” price or has a “floor” price that is less than $0.80 per share, or (ii) enters into any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securitiesagreement, including, without limitationbut not limited to, Common Shares or Common Share Equivalents (or any combination an “equity line of units thereof)credit”, issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company exclusively through may sell Common Stock or Common Stock Equivalents at a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlyfuture determined price.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30-month anniversary date of the date termination of this Agreement and or (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementMaturity Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect affect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, Common Shares, any debt, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the issuance of Company (ai) issues or sells any Purchase Shares issued equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any receive additional Common Shares or Common Share Equivalents owned either (A) at a conversion price, exercise price, exchange rate or heldother price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectlyindirectly related to the business of the Company or the market for the Common Shares (including, by the Investor at without limitation, any time“full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (cii) issues or sells any equity or debt securities, including, including without limitation, Common Shares or Common Share Equivalents Equivalents, either (or any combination of units thereof), issuable A) at a price that is subject to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into being reset at some future date after the date initial issuance of this Agreement, if any, such debt or (d) Common Shares issued pursuant to an “at-equity security or upon the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 3036-month anniversary of the date of this Agreement and (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance, provided that upon the termination of this Agreement prior to such dates, the foregoing prohibition shall terminate on the nine (9) month anniversary of the termination of this Agreement. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities referred to in this clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting as agent agents of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer(s).

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30earlier of (A) thirty-month anniversary of six (36) months from the date of this Agreement and hereof or (B) the Maturity Date, or (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementAgreement pursuant to Section 11 that occurs after either (X) ninety (90) days from the date hereof or (Y) the Commencement Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance; provided that in the case of the termination of this Agreement pursuant to Section 11, the Company shall be prohibited for a period of ninety (90) days from such termination from entering into any “equity line” or similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Company’s Common Stock at the time of such purchase. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Share Stock Equivalents owned referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or heldCommon Stock underlying such securities or to decrease the exercise price, directly exchange price or indirectlyconversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination Board of units thereof), issuable to the Investor or any Directors of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other handbusiness of the Company and shall provide to the Company additional benefits in addition to the investment of funds, entered into after but shall not include a transaction in which the date Company is issuing securities primarily for the purpose of this Agreementraising capital or to an entity whose primary business is investing in securities, if any, or (dh) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlyor (i) securities (such as warrants) or Common Stock issued in connection with future financings or offerings of the Company, such as but not limited to, registered direct offerings, rights offerings, and confidentially marketed public offerings; provided such underlying transactions do not involve a Variable Rate Transaction.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30-month anniversary first (1st) Business Day immediately following the effective date of a Registration Statement registering under the Securities Act all of the date of this Registrable Securities for resale by the Buyer as contemplated by the Registration Rights Agreement and (ii) the 30-six (6) month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementClosing Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor Buyer shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement “cashless exercise” provision), or arrangement between (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the Investor initial issuance of such debt or any equity security or upon the occurrence of its affiliates specified or designees, on contingent events directly or indirectly related to the one hand, and business of the Company or the market for the Common Stock (including, without limitation, any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, “full ratchet” or (d) Common Shares issued pursuant to an “atweighted average” anti-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.dilution provisions but not including standard

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions), (ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued Common Stock or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) the units, the unsecured convertible promissory notes and warrants in connection with the Company’s private placement pursuant to that certain Private Placement Memorandum of the Company, dated March 2016, and any Common Shares upon the exercise or exchange of or conversion of any such notes or warrants, and (d) Common Shares securities issued pursuant to an “at-the-market offering” acquisitions or strategic transactions approved by the Company exclusively Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a registered broker-dealer acting as agent business synergistic with the business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later earlier of: (i) the later of (A) the 30-month anniversary of the date of this Agreement and or (iiB) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), irrespective of any earlier termination of this Agreement, (ii) the date on which the Investor has purchased the full Available Amount of Purchase Shares pursuant to this Agreement, or (iii) the date of termination of this Agreement by the Company in either case accordance with Section 11 hereof, provided the Investor has purchased at least $3,750,000 of the Available Amount of Purchase Shares pursuant to this Agreement prior to the date of such Company termination and irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued Common Stock or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, Stock issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, or (dc) Common Shares securities issued pursuant to an “at-the-market offering” acquisitions or strategic transactions approved by the Company exclusively Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a registered broker-dealer acting as agent business synergistic with the business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementMaturity Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”), “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at issuance would constitute a future determined priceVariable Rate Transaction, other than in connection with an Exempt IssuanceIssuance (as defined below). The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share EquivalentsVariable Rate Transaction” means any securities an “equity line” transaction or an “at-the-market offering” of Common Stock or Common Stock Equivalents whereby the Company or its Subsidiaries which entitle the holder thereof to acquire may issue securities at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument a future determined price that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Sharesnot an Exempt Issuance. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities or Common Stock Equivalents referred to in this clause (e) have not been amended since the date of this Agreement to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise price, exchange price or conversion price of such securities, (df) Common Shares Stock issuable upon the exercise of Common Stock Equivalents, which Common Stock Equivalents are not themselves sold in a continuous offering, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (h) Common Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer, including, without limitation, that certain Equity Distribution Agreement, dated as of November 26, 2018, between the Company and JMP Securities, LLC, or (i) Common Stock issued pursuant to any “bought deal” or other similar offering conducted at a fixed price under the Company’s Shelf Registration Statement.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 3036-month anniversary of the date of this Agreement and or (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Company’s Common Stock at the time of each such purchase. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan or stock purchase plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, (3) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, or (4) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities referred to in this clause (4) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting primarily as agent agent(s) of the Company pursuant to a written equity distribution or sales agreement between the Company and such registered broker-dealer onlydealer(s).

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30Twenty-month anniversary of Four (24) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction, from and until the later of (i) twenty-four (24) months from the date hereof or (ii) the Maturity Date, in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Share Stock Equivalents owned referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or heldCommon Stock underlying such securities or to decrease the exercise price, directly exchange price or indirectlyconversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination Board of units thereof), issuable to the Investor or any Directors of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other handbusiness of the Company and shall provide to the Company additional benefits in addition to the investment of funds, entered into after but shall not include a transaction in which the date Company is issuing securities primarily for the purpose of this Agreementraising capital or to an entity whose primary business is investing in securities, if any, or (dh) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlyor (i) equity securities issued in connection with future financings or offerings of the Company, such as but not limited to, registered direct offerings, rights offerings, and confidentially marketed public offerings; provided such underlying transactions do not involve a Variable Rate Transaction.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement) (such period, the “Restricted Period”), (i) the Company shall be prohibited from effecting or entering into an agreement to effect any continuous offering of Common Stock or Common Stock Equivalents that could constitute, or could be deemed to constitute, an “equity line of credit,” in which the Company may issue or sell Common Stock or Common Stock Equivalents at a future determined price to a Person other than the Investor or any affiliate of the Investor (an “ELOC”), excluding (A) the issuance or sale of any Securities to the Investor or any affiliate or designee of the Investor pursuant to this Agreement, the Registration Rights Agreement or any of the Transaction Documents, as the same may be amended from time to time, (B) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or any other securities of the Company (or a combination of units thereof) to the Investor or any affiliate or designee of the Investor pursuant to any other agreement or arrangement between the Investor or any of its affiliates, on the one hand, and the Company or any of its Subsidiaries Subsidiaries, on the other hand, entered into by and between such parties after the date of this Agreement, if any, and (C) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or other securities of the Company (or a combination of units thereof) to the Investor or any affiliate of the Investor upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities owned or held, directly or indirectly, by the Investor or any affiliate of the Investor at any time, and (ii) the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in the case of this clause (ii) in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities or (B) with a conversion, exercise or exchange price that is subject to being reset to a lower price at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, excluding any pro rata adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, at a price that is subject to being reset to a lower price at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, excluding any pro rata adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, or (iii) effects or enters into any agreement to effect an “at-the-market offering” or other similar continuous offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price (excluding an ELOC, which the Company is restricted from effecting or entering into any agreement to effect under the first sentence of this Section 5(q), which shall apply to any ELOC, subject to the exceptions set forth in clauses (A), (B) and (C) above). “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares issued equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b)(1) the issuance or sale of any Securities to the Investor or any affiliate or designee of the Investor pursuant to this AgreementAgreement or any of the Transaction Documents, (b) any securities issued upon as the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any same may be amended from time to time, (c2) the issuance or sale of any securities, including, without limitationshares of Common Stock, Common Shares Stock Equivalents or Common Share Equivalents any other debt or equity securities of the Company (or any a combination of units thereof), issuable ) to the Investor or any affiliate or designee of its affiliates or designees the Investor pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designeesaffiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into by and between such parties after the date of this Agreement, if any, and (3) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or other debt or equity securities of the Company (or a combination of units thereof) to the Investor or any affiliate of the Investor upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other debt or equity securities owned or held, directly or indirectly, by the Investor or any affiliate of the Investor at any time, (c) any shares of Common Stock, Common Stock Equivalents or any other debt or equity securities of the Company issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (c) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (d) any shares of Common Shares Stock, Common Stock Equivalents or any other debt or equity securities of the Company (or a combination of units thereof) issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (e) Common Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), (i) the Company shall be prohibited from effecting or entering into an agreement to effect any continuous offering of Common Stock or Common Stock Equivalents that could constitute, or could be deemed to constitute, an “equity line of credit,” in which the Company may issue or sell Common Stock or Common Stock Equivalents at a future determined price to a Person other than the Investor or any affiliate of the Investor (an “ELOC”), excluding (A) the issuance or sale of any Securities to the Investor or any affiliate or designee of the Investor pursuant to this Agreement, the Registration Rights Agreement or any of the Transaction Documents, as the same may be amended from time to time, (B) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or any other securities of the Company (or a combination of units thereof) to the Investor or any affiliate or designee of the Investor pursuant to any other agreement or arrangement between the Investor or any of its affiliates, on the one hand, and the Company or any of its Subsidiaries Subsidiaries, on the other hand, entered into by and between such parties after the date of this Agreement, if any, and (C) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or other securities of the Company (or a combination of units thereof) to the Investor or any affiliate of the Investor upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities owned or held, directly or indirectly, by the Investor or any affiliate of the Investor at any time, and (ii) the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in the case of this clause (ii) in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities or (B) with a conversion, exercise or exchange price that is subject to being reset to a lower price at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, excluding any pro rata adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, at a price that is subject to being reset to a lower price at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, excluding any pro rata adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, or (iii) effects or enters into any agreement to effect an “at-the-market offering” or other similar continuous offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price (excluding an ELOC, which the Company is restricted from effecting or entering into any agreement to effect under the first sentence of this Section 5(l), which shall apply to any ELOC, subject to the exceptions set forth in clauses (A), (B) and (C) above). “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares issued equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b)(1) the issuance or sale of any Securities to the Investor or any affiliate or designee of the Investor pursuant to this AgreementAgreement or any of the Transaction Documents, (b) any securities issued upon as the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any same may be amended from time to time, (c2) the issuance or sale of any securities, including, without limitationshares of Common Stock, Common Shares Stock Equivalents or Common Share Equivalents any other debt or equity securities of the Company (or any a combination of units thereof), issuable ) to the Investor or any affiliate or designee of its affiliates or designees the Investor pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designeesaffiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into by and between such parties after the date of this Agreement, if any, and (3) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or other debt or equity securities of the Company (or a combination of units thereof) to the Investor or any affiliate of the Investor upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other debt or equity securities owned or held, directly or indirectly, by the Investor or any affiliate of the Investor at any time, (c) any shares of Common Stock, Common Stock Equivalents or any other debt or equity securities of the Company issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (c) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (d) any shares of Common Shares Stock, Common Stock Equivalents or any other debt or equity securities of the Company (or a combination of units thereof) issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (e) Common Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement) (such period, the “Restricted Period”), (i) the Company shall be prohibited from effecting or entering into an agreement to effect any continuous offering of Common Stock or Common Stock Equivalents that could constitute, or could be deemed to constitute, an “equity line of credit,” in which the Company may issue or sell Common Stock or Common Stock Equivalents at a future determined price to a Person other than the Investor or any affiliate of the Investor (an “ELOC”), excluding (A) the issuance or sale of any Securities to the Investor or any affiliate or designee of the Investor pursuant to this Agreement or any of the Transaction Documents, as the same may be amended from time to time, (B) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or any other securities of the Company (or a combination of units thereof) to the Investor or any affiliate or designee of the Investor pursuant to any other agreement or arrangement between the Investor or any of its affiliates, on the one hand, and the Company or any of its Subsidiaries Subsidiaries, on the other hand, entered into by and between such parties after the date of this Agreement, if any, and (C) the issuance or sale of any shares of Common Stock, Common Stock Equivalents or other securities of the Company (or a combination of units thereof) to the Investor or any affiliate of the Investor upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities owned or held, directly or indirectly, by the Investor or any affiliate of the Investor at any time, and (ii) the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in the case of this clause (ii) in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the issuance Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor either (A) at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.a

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30Twenty-month anniversary of Four (24) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt IssuanceVariable Rate Transaction” means a transaction, from and until the later of (i) twenty-four (24) months from the date hereof or (ii) the Maturity Date, in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement “cashless exercise” provision), or arrangement between (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the Investor initial issuance of such equity or any debt security or upon the occurrence of its affiliates specified or designees, on contingent events directly or indirectly related to the one hand, and business of the Company or the market for the Common Stock (including, without limitation, any of its Subsidiaries“full ratchet” or “weighted average” anti-dilution provisions, on the but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other handsimilar transaction), entered into (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the date initial issuance of this Agreementsuch debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, if anyrecapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (dB) Common Shares issued pursuant that is subject to an or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “atBlack-the-market offeringScholes” by put or call right) that provides for the Company exclusively through a registered broker-dealer acting as agent issuance of additional equity securities of the Company pursuant to a written agreement between or the Company and such registered broker-dealer only.payment

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 3036-month anniversary of the date of this Agreement and or (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt IssuanceIssuance (as defined below). The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” shall mean only an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Company’s Common Stock at the time of each such purchase. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan or stock purchase plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, (3) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, or (4) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any(c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting primarily as agent agent(s) of the Company pursuant to a written equity distribution or sales or similar agreement between the Company and such registered broker-dealer onlydealer(s).

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued to the Investor pursuant to this AgreementAgreement or any other agreement between the Company and the Investor, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30-month anniversary date of the date termination of this Agreement and or (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementMaturity Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect affect any issuance by the Company or any of its Subsidiaries of Common Ordinary Shares or Common Ordinary Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Ordinary Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Ordinary Shares, including, without limitation, Ordinary Shares, any debt, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares or Ordinary Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Ordinary Shares or Ordinary Share Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of shares of Ordinary Shares or Ordinary Share Equivalents, whereby the Company may sell Ordinary Shares or Ordinary Share Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Ordinary Shares, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) Ordinary Shares, Ordinary Share Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) Ordinary Shares, Ordinary Share Equivalents or other securities upon the exercise, exchange or conversion of any Ordinary Shares, Ordinary Share Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Ordinary Share Equivalents owned issued and outstanding on the date hereof, provided that such securities or heldOrdinary Share Equivalents referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or Ordinary Shares underlying such securities or to decrease the exercise price, directly exchange price or indirectly, by conversion price of such securities or to extend the Investor at any timeterm of such securities, (cf) any securitiesOrdinary Share Equivalents that are convertible into, includingexchangeable or exercisable for, without limitationor include the right to receive Ordinary Shares at a conversion price, Common Shares exercise price, exchange rate or Common other price (which may be below the then current market price of the Ordinary Shares) that is fixed at the time of initial issuance of such Ordinary Share Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or any combination of units thereofother similar transaction), issuable to the Investor which fixed conversion price, exercise price, exchange rate or other price shall not at any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into time after the date initial issuance of this Agreementsuch Ordinary Share Equivalent be based upon or varying with the trading prices of or quotations for the Ordinary Shares or subject to being reset at some future date, if any(g) any Ordinary Shares or Convertible Securities by reason of a dividend, stock split, split-up or other distribution on Ordinary Shares, (dh) Common Shares any Securities issued pursuant in “at-the-market” transactions in which a designated sales agent sells such Securities into the trading market at prevailing market prices; provided, however, that registered direct offerings and private investment in public equity offerings priced at-the-market (i.e., Securities are sold at or above the “Minimum Price”, as defined under the rules of The Nasdaq Stock Market LLC) shall not be deemed to be such an “at-the-market offering” under this clause (h), and (i) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Company exclusively through a registered broker-dealer acting as agent Board of Directors of the Company pursuant or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component after the Exemption Purchase Measurement Period has ended, provided that any such issuance shall only be to a written agreement between Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and such registered broker-dealer onlyshall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later earlier of: (i) the 30later of (A) the 36-month anniversary of the date of this Agreement and (iiB) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective and (ii) the 6-month anniversary of any earlier the effective date of the termination of this AgreementAgreement in accordance with Section 11 hereof, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions but not including standard adjustments for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard adjustments for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” (subject to the exemptions described below) or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any equity incentive plan or stock purchase plan currently in place or that is duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) (1) any Purchase Shares issued to the Investor pursuant to this Agreement, and any Common Stock and Common Stock Equivalents issued to the Investor or any affiliate of the Investor pursuant to any other agreement or arrangement between the Company or any of its Subsidiaries, on the one hand, and the Investor or any of its affiliates, on the other hand, if any, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor or any of its affiliates or designees at any time, (c3) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (4) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (4) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that such exemption shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) shares of Common Shares Stock issued pursuant to an “at-the-market offering” under Rule 415(a)(4) under the Securities Act by the Company exclusively through a one or more registered broker-dealer dealer(s) acting as agent agent(s) of the Company pursuant to a written agreement between the Company and such registered broker-dealer dealer(s) only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30-month anniversary first day of the date of this Agreement and month immediately following the eighteen (ii18) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementDate, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”), “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at issuance would constitute a future determined priceVariable Rate Transaction, other than in connection with an Exempt IssuanceIssuance (as defined below). The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share EquivalentsVariable Rate Transaction” means any securities of a transaction in which the Company enters into any agreement for a continuous offering of Common Stock or its Subsidiaries which entitle Common Stock Equivalents, including an “equity line,” an “at-the-market offering” or a similar offering of Common Stock or Common Stock Equivalents whereby the holder thereof to acquire Company may issue securities at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument a future determined price that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Sharesnot an Exempt Issuance. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities or Common Stock Equivalents referred to in this clause (e) have not been amended since the date of this Agreement to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise price, exchange price or conversion price of such securities, (df) Common Shares Stock issuable upon the exercise of Common Stock Equivalents, which Common Stock Equivalents are not themselves sold in a continuous offering, (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (h) Common Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer, including, without limitation, that certain Equity Distribution Agreement, dated as of November 26, 2018, between the Company and JMP Securities, LLC, or (i) Common Stock issued pursuant to any “bought deal” or other similar offering conducted at a fixed price under the Company’s Shelf Registration Statement.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions), (ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued Common Stock or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, Stock issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (dc) Common Shares securities issued pursuant to an “at-the-market offering” acquisitions or strategic transactions approved by the Company exclusively Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a registered broker-dealer acting as agent business synergistic with the business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement hereof until the later of: earlier of (i) the 30-month anniversary of date that the date of this Agreement and Company has purchased $10,000,000 in Common Stock hereunder, or (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementMaturity Date, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, Common Stock, any debt, preferred stockshares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an Exempt Issuance or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, consultants, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement, (bc) Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, (d) Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, (e) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock Equivalents issued and outstanding on the date hereof, provided that such securities or Common Share Stock Equivalents owned referred to in this clause (e) have not been amended since the date hereof to increase the number of such securities or heldCommon Stock underlying such securities or to decrease the exercise price, directly exchange price or indirectlyconversion price of such securities, (f) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, and (g) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination Board of units thereof), issuable to the Investor or any Directors of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its Subsidiariessubsidiaries, on an operating company or an asset in a business synergistic with the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after So long as the date of this Agreement until the later of: (i) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementNote or Warrant is outstanding, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Issuance or with the prior written consent of the Investor shall be entitled to seek injunctive relief against the Company in its sole and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being requiredabsolute discretion. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt IssuanceVariable Rate Transaction” means a transaction in which the issuance of Company (ai) issues or sells any Purchase Shares issued debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any receive additional Common Shares or Common Share Equivalents owned either (A) at a conversion price, exercise price or heldexchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly, by indirectly related to the Investor at any time, business of the Company or the market for the Common Shares (c) any securities, including, without limitation, Common Shares any “full ratchet” or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, “weighted average” anti-dilution provisions) or (dii) Common Shares issued pursuant to enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” by or other continuous offering or similar offering of Common Shares or Common Share Equivalents, whereby the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.may

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either each case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock or options to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, (3) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities referred to in this clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, or (4) any securities to be issued by the Company to the Investor pursuant to any other agreement between the Company and the Investor, (c) securities issued pursuant to acquisitions, divestitures, partnerships, licenses, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, partnerships, licenses, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlydealer.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until (i) the later of: (iA) the 3024-month anniversary of the date of this Agreement and (iiB) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either each case irrespective of any earlier termination of this Agreement, the Company shall be prohibited from effecting or entering into an agreement to effect any continuous offering of Common Stock or Common Stock Equivalents that constitutes, or is deemed to constitute, an “equity line of credit,” whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price (an “ELOC”), and its Subsidiaries (ii) the earlier of: (A) the termination of this Agreement by the Company after the Commencement Date in accordance with Section 11(c) of this Agreement and (B) any automatic termination of this Agreement under subsection (a), (d) or (e) of Section 11 of this Agreement, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision, other than cashless exercise provisions contained in Common Stock Equivalents with a fixed exercise, exchange or conversion price that is subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) effects or enters into any agreement to effect a an “at-the-market offering” or other similar continuous offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price (excluding an ELOC, which the Company shall be prohibited from effecting or entering into any agreement to effect for the period specified in clause (i) of the first sentence of this Section 5(l)). “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities referred to in this clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting primarily as agent agent(s) of the Company pursuant to a written equity distribution or sales agreement between the Company and such registered broker-dealer onlydealer(s).

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” ”, or other continuous offering or substantially similar equity line of credit offering in which which, in each case, the Company may offer, issue or sell sell, and the purchaser is irrevocably bound to purchase, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time shares of Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common SharesStock. “Exempt Issuance” means the issuance of (a) any Purchase Shares Securities issued to the Investor pursuant to this Agreement, and any Common Stock and Common Stock Equivalents issued to the Investor or any affiliate of the Investor pursuant to any other agreement or arrangement between the Company or any of its Subsidiaries, on the one hand, and the Investor or any of its affiliates, on the other hand, if any, (b) any securities issued upon the exercise or exchange of or conversion of any shares of Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor or any of its affiliates or designees at any time, (c) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other existing or future agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) shares of Common Shares Stock issued pursuant to an “at-the-market offering” under Rule 415(a)(4) under the Securities Act by the Company exclusively through a one or more registered broker-dealer dealer(s) acting as agent agent(s) of the Company pursuant to a written agreement between the Company and such registered broker-dealer dealer(s) only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement Effective Date until the later of: (i) Company’s complete repayment of all amounts owed and outstanding under the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementNote, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions) or (ii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which of Common Stock or Common Stock Equivalents, whereby the Company may offer, issue or sell Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued Common Stock or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee of directors established for such purpose, or (b) any securities issued issuable upon the exercise or exchange of or conversion of any Securities issued hereunder or under the Notes and/or other securities exercisable or exchangeable for or convertible into Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, Stock issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent conversion price of the Company pursuant to a written agreement between the Company and such registered broker-dealer onlysecurities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: earlier of (i) the 30-month anniversary of the date of this Agreement Maturity Date and (ii) the 30-six (6) month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective effective date of any earlier termination of this AgreementAgreement by the Company pursuant to Section 11(c) or by the Investor pursuant to Section 11(b), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other similar continuous offering or similar offering in which the Company may offer, issue or sell Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt Issuance” means the issuance of (a) any Purchase Shares Securities issued to the Investor pursuant to this Agreement, and any Common Stock and Common Stock Equivalents issued to the Investor or any affiliate of the Investor pursuant to any other agreement or arrangement between the Company or any of its Subsidiaries, on the one hand, and the Investor or any of its affiliates, on the other hand, if any, (b) any securities issued upon the exercise or exchange of or conversion of any shares of Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor or any of its affiliates or designees at any time, (c) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) shares of Common Shares Stock issued pursuant to an “at-the-market offering” under Rule 415(a)(4) under the Securities Act by the Company exclusively through a one or more registered broker-dealer dealer(s) acting as agent agent(s) of the Company pursuant to a written agreement between the Company and such registered broker-dealer dealer(s) only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30-month anniversary So long as any of the date of this Agreement and (ii) Notes or Warrants contained in the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementUnits purchased hereby are outstanding, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Shares or Common Share Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions), (ii) issues or sells any debt or equity securities, including without limitation, Common Shares or Common Share Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares, or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” (other than with the Investor), “at-the-market offering” or other continuous offering or similar offering of Common Shares or Common Share Equivalents, whereby the Company may sell Common Shares or Common Share Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) any Purchase Common Shares issued or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) the Units, Notes and Warrants in connection with the Offering, or any securities issued Conversion Shares or Warrant Shares upon the exercise or exchange of or conversion of any Common Shares Notes or Common Share Equivalents owned or held, directly or indirectly, by Warrants issued in the Investor at any timeOffering, (c) any securities, including, without limitation, Common Shares issuable upon the conversion, exercise or exchange of any Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, that are issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such Common Share Equivalents have not been amended since the date of this Agreement to increase the number of such securities or Common Shares or to decrease the exercise price, exchange price or conversion price of such securities, (d) Common Shares securities issued to the Investor, and (e) securities issued pursuant to an “at-the-market offering” acquisitions or strategic transactions approved by the Company exclusively Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a registered broker-dealer acting as agent business synergistic with the business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: earlier of the (iI) the 3036-month anniversary of the date of this Agreement Agreement, and (iiII) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this AgreementAgreement in accordance with Section 11, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance; provided that, if clause (II) applies and this Agreement was terminated by the Company pursuant to Section 11(a)(ii) or (iii), the Company shall not enter into any Equity Line Transaction until the 12-month anniversary of the date of such termination of this Agreement. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuanceissuances, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of, Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation, pursuant to any “cashless exercise” provision, other than cashless exercise provisions contained in Common Stock Equivalents with a fixed exercise, exchange or conversion price that is subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), other than if the conversion price, exercise price, exchange rate or other price may only increase after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange price that is subject to being decreased at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock to a price that is less than the conversion, exercise or exchange price at the time of issuance of such equity or debt security (including, without limitation, any “full ratchet” anti-dilution provisions, but not including any customary weighted-average price anti-dilution provision that is triggered by the Company's subsequent sale of equity securities at a price that is lower than the applicable conversion, exercise or exchange price or any provision providing anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being decreased at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock to a price that is less than the price at the time of issuance of such equity or debt security (other than customary weighted-average price anti-dilution provisions that are triggered by the Company's subsequent sale of equity securities at a price that is lower than the applicable conversion, exercise or exchange price or any provision providing anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right but excluding any warrant issued by the Company that provides for a cash payment to the holder upon a change of control or fundamental transaction where the value of the cash payment to the holder is based on a "Black-Scholes" or substantially similar calculation) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors, consultants or vendors of the Company pursuant to any Purchase Shares equity incentive plan duly adopted for such purpose by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (b2) any securities issued to the Investor pursuant to any other existing or future agreement or arrangement between the Company and the Investor or upon the exercise or exchange of exercise, exchange, or conversion of any shares of Common Shares Stock, Common Stock Equivalents or Common Share Equivalents owned or held, directly or indirectly, other securities held by the Investor at any time, or (c3) any securitiessecurities issued upon the exercise, includingexchange, without limitation, or conversion of any Common Shares or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, issued and outstanding on the one handdate of this Agreement, and the Company or any of its Subsidiariesprovided that such Common Stock Equivalents referred to in this clause (3) are not, on the other hand, entered into after the date of this Agreement, if anyamended to increase the number of securities underlying such Common Stock Equivalents or to decrease the exercise price, exchange price or conversion price of such Common Stock Equivalents, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations, or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations, or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and provides to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a one or more registered broker-dealer dealers acting primarily as agent agent(s) of the Company pursuant to a written equity distribution or sales agreement between the Company and such registered broker-dealer onlydealer(s), (e) Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price, exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), which fixed conversion price, exercise price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or vary with the trading prices of or quotations for the Common Stock, other than if the conversion price, exercise price, exchange rate or other price increases after the initial issuance of such Common Stock Equivalents, and (f) Securities issued in connection with future offerings by the Company, including, without limitation, registered direct offerings, rights offerings, and confidentially marketed public offerings, so long as such transactions do not involve a Variable Rate Transaction, and (g) securities issued pursuant to royalty, product or product candidate monetization transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose that provides for the payment of royalties or other amounts owed with securities or with securities instead of cash and the price used to determine the number of securities to be issued in respect of royalty payments or other amounts owed is fixed at the time of execution of the definitive agreement for the transaction (subject only to standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), which fixed price shall not at any time after the execution of such definitive agreement be based upon or vary with the trading prices of or quotations for the Common Stock, other than if the price increases after the execution of such definitive agreement. “Equity Line Transaction” means any “equity line” or similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Company’s Common Stock at the time of each such purchase.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: thirty (i30) the 30-month anniversary of the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement), the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including any “full ratchet” anti-dilution provisions) or (ii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. For the avoidance of doubt, the offering and sale by the Company of a warrant with either (i) a customary “cashless exercise” term, or (ii) a customary weighted-average price anti-dilution adjustment that is triggered by the Company’s subsequent sale of equity securities at a price that is lower than the applicable conversion price shall not be deemed to be a prohibited Variable Rate Transaction. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued Common Stock or options to employees, officers, directors or vendors of the Investor Company pursuant to this Agreementany stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) any securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, Stock issued and outstanding on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if anyprovided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (dc) Common Shares issued pursuant to an securities in any “at-the-market offering” with or conducted by a registered broker dealer and (d) securities issued pursuant to acquisitions or strategic transactions approved by the Company exclusively Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a registered broker-dealer acting as agent business synergistic with the business of the Company pursuant and shall provide to a written agreement between the Company and such registered broker-dealer onlyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3036-month anniversary of the date of this Agreement and (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering transaction in which the Company may offer, issue or sell Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time shares of Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, receive shares of Common SharesStock. “Exempt Issuance” means the issuance of (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) shares of Common Shares Stock issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 3024-month anniversary of the date of this Agreement and (ii) the 3024-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Exempt Issuance” means the issuance of (a) any Purchase Shares Securities issued to the Investor pursuant to this AgreementAgreement or any other agreement between the Company and the Investor, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) Common Shares issued pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer only.

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: (i) the 30Twenty-month anniversary of Four (24) months from the date of this Agreement and hereof or (ii) the 30-month anniversary of the Commencement Maturity Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any a combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares or Common Share Equivalents (or any combination of units thereof) at involving a future determined priceVariable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt IssuanceVariable Rate Transaction” means a transaction, from and until the later of (i) twenty-four (24) months from the date hereof or (ii) the Maturity Date, in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (a) any Purchase Shares issued to the Investor pursuant to this Agreement, (b) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Share Equivalents owned or held, directly or indirectly, by the Investor at any time, (c) any securities, including, without limitation, Common Shares or Common Share Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement “cashless exercise” provision), or arrangement between (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the Investor initial issuance of such equity or any debt security or upon the occurrence of its affiliates specified or designees, on contingent events directly or indirectly related to the one hand, and business of the Company or the market for the Common Stock (including, without limitation, any of its Subsidiaries“full ratchet” or “weighted average” anti-dilution provisions, on the but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other handsimilar transaction), entered into (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the date initial issuance of this Agreement, if any, such debt or (d) Common Shares issued pursuant equity security or upon the occurrence of specified or contingent events directly or indirectly related to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent business of the Company pursuant to a written agreement between or the Company and such registered brokermarket for the Common Stock (other than standard anti-dealer only.dilution protection for any reorganization, recapitalization, non-cash

Limitation on Variable Rate Transactions. From and after the date of this Agreement until the later of: of (i) the 3036-month anniversary of the date of this Agreement and or (ii) the 3036-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of this Agreement, the Company and its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) in any “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering in which the Company may offer, issue or sell Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof) at a future determined price, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. “Common Share Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common SharesStock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common SharesStock. “Exempt Issuance” means the issuance of (a) any Purchase Shares Securities issued to the Investor pursuant to this Agreement, and any Common Stock and Common Stock Equivalents issued to the Investor or any affiliate of the Investor pursuant to any other agreement or arrangement between the Company or any of its Subsidiaries, on the one hand, and the Investor or any of its affiliates, on the other hand, if any, (b) any securities issued upon the exercise or exchange of or conversion of any shares of Common Shares Stock or Common Share Stock Equivalents owned or held, directly or indirectly, by the Investor or any of its affiliates or designees at any time, (c) any securities, including, without limitation, Common Shares Stock or Common Share Stock Equivalents (or any combination of units thereof), issuable to the Investor or any of its affiliates or designees pursuant to any other agreement or arrangement between the Investor or any of its affiliates or designees, on the one hand, and the Company or any of its Subsidiaries, on the other hand, entered into after the date of this Agreement, if any, or (d) shares of Common Shares Stock issued pursuant to an “at-the-market offering” under Rule 415(a)(4) under the Securities Act by the Company exclusively through a one or more registered broker-dealer dealer(s) acting as agent agent(s) of the Company pursuant to a written agreement between the Company and such registered broker-dealer dealer(s) only, including pursuant to the current “at-the-market offering” with Canaccord Genuity LLC pursuant to the Equity Distribution Agreement dated April 14, 2022, as amended on December 19, 2022.