Common use of No Net Short Sales Clause in Contracts

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, upon conversion of the Convertible Notes, to any Restricted Person exercising such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockShares, such Restricted Person shall be deemed to hold “long” all Common Stock Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock Shares then owned by such Restricted Person.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer Purchaser holds any Securities, neither the Buyer no Purchaser, nor any of its respective agents, representatives or affiliates nor any entity managed or controlled by the Buyer such Purchaser (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver (i) Conversion Shares, upon conversion of the Convertible NotesPreferred Shares or (ii) Warrant Shares, upon exercise of the Warrants to any Restricted Person converting such Preferred Shares, or exercising such Convertible NotesWarrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Certificate of Designations then held by such Restricted Person, if any, (without regard to (i) any limitations on conversion set forth in the Convertible Notes Certificate of Designations and giving effect to any conversion price adjustments that would take effect given only the passage of time and (ii) any limitations on exercise set forth in the Warrants and giving effect to any exercise price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNote remain outstanding, neither the Buyer Holder nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Holder (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Note to any Restricted Person exercising converting such Convertible Notes, as applicableNote. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockShares, such Restricted Person shall be deemed to hold “long” all Common Stock Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Note then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes Note and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 XxxExchange Act) the Securities or any other Common Stock Shares then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From So long as any of the date of this Agreement until such time as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all shares of Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 XxxExchange Act) the Securities or any other shares of Common Stock then owned by such Restricted Person. “Short Sales” means “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act. Notwithstanding anything in this Agreement or that certain Common Stock Purchase Agreement, dated February 24, 2015, by and between the Company and the Investor (the “Prior Agreement”) to the contrary, any transaction in the Common Stock or other securities of the Company by the Investor or any Restricted Person that is in compliance with the provisions of this Section 4(p) shall not be deemed to be a breach of the Prior Agreement, including, without limitation, Section 6.13 of the Prior Agreement, by the Investor or any Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares or Warrant Shares, respectively, upon conversion of the Convertible NotesPreferred Shares or exercise of the Warrants, respectively, to any Restricted Person exercising such Convertible NotesPreferred Shares or Warrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Certificate of Designations with respect to the Preferred Shares then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Certificate of Designations and giving effect to any conversion price adjustments that would take effect given only the passage of time) or (iii) then issuable to such Restricted Person upon exercise of the Warrants then held by such Restricted Person, if any, (without regard to any limitation on exercise set forth in the Warrants and giving effect to any exercise price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares or Warrant Shares, respectively, upon conversion of the Convertible NotesPreferred Shares or exercise of the Warrants, respectively, to any Restricted Person exercising such Convertible NotesPreferred Shares or Warrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Certificate of Designations with respect to the Preferred Shares then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Certificate of Designations and giving effect to any conversion price adjustments that would take effect given only the passage of time) or (iii) then issuable to such Restricted Person upon exercise of the Warrants then held by such Restricted Person, if any, (without regard to any limitation on exercise set forth in the Warrants and giving effect to any exercise price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1934 Xxx) the xxe Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short PositionShortPosition” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1930 Xxx) the xhe Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNote remains outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Note to any Restricted Person exercising converting such Convertible Notes, as applicableNote. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all shares of Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Note then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Note and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 XxxExchange Act) the Securities or any other shares of Common Stock then owned by such Restricted Person. “Short Sales” means “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act. Notwithstanding anything in this Agreement or that certain Common Stock Purchase Agreement, dated February 24, 2015, by and between the Company and the Investor (the “Prior Agreement”) to the contrary, any transaction in the Common Stock or other securities of the Company by the Investor or any Restricted Person that is in compliance with the provisions of this Section 4(p) shall not be deemed to be a breach of the Prior Agreement, including, without limitation, Section 6.13 of the Prior Agreement, by the Investor or any Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Holder nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Holder (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockShares, such Restricted Person shall be deemed to hold “long” all Common Stock Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 XxxExchange Act) the Securities or any other Common Stock Shares then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes and Warrants remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “"Restricted Persons” " and each of the foregoing is referred to herein as a “"Restricted Person”") shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “"Net Short Position” " by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “"short exempt”") and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” "Short Sale" shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, upon conversion of the Convertible Notes, to any Restricted Person converting such Notes or exercising such Convertible NotesWarrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “"long” " all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes Notes, or Warrant Shares pursuant to the terms of the Warrants, in each case then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes or on exercise set forth in the Warrants, as applicable, and giving effect to any conversion or exercise price adjustments adjustments, as applicable, that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “"long” " (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From Until the date six month anniversary of this Agreement until such time as the Buyer no longer holds any SecuritiesClosing Date, neither the Buyer such Investor nor any Person acting on behalf of its agents, representatives or affiliates nor pursuant to any entity managed or controlled by the Buyer understanding with such Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Ordinary Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Ordinary Shares (or is deemed not to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Warrant Shares upon conversion exercise of the Convertible Notes, Warrants to any Restricted Person exercising such Convertible Notes, as applicableWarrants. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockOrdinary Shares, such Restricted Person shall be deemed to hold “long” all Common Stock Ordinary Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms upon exercise of the Convertible Notes Warrants then held by such Restricted Person, if any, (without regard to any limitations limitation on conversion exercise set forth in the Convertible Notes Warrants and giving effect to any conversion exercise price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock Ordinary Shares then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNote remains outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Note to any Restricted Person exercising converting such Convertible Notes, as applicableNote. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Note then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Note and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer any Purchaser no longer holds any Securities, neither the Buyer such Purchaser(s) holding any Securities nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer such Purchaser(s) (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Ordinary Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Ordinary Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, provided further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares and/or Warrant Shares, upon conversion of the Convertible NotesNotes or Warrants, to any Restricted Person converting or exercising such Convertible NotesNotes or Warrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockOrdinary Shares, such Restricted Person shall be deemed to hold “long” all Common Stock Ordinary Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes or as Warrant Shares pursuant to the terms of the Warrants then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes or the Warrants and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx1934 Act) the Securities or any other Common Stock Ordinary Shares then owned by such Restricted Person.. For the avoidance of doubt, this Section 4.21 is applicable to each Purchaser individually, and not collectively. For example, if Purchaser A still holds Securities but Purchaser B does not, only Purchaser A remains subject to this Section 4.21

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer Offered Notes remain outstanding, no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the a Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an has no equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Offered Notes to any Restricted Person exercising converting such Convertible Offered Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Offered Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Offered Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time), or (iii) that may be issued as Interest Shares pursuant to the terms of the Offered Notes to such Restricted Person. Notwithstanding the foregoing, nothing contained herein (i) shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted PersonPerson or (ii) shall constitute a covenant, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes and Warrants remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “"Restricted Persons” " and each of the foregoing is referred to herein as a “"Restricted Person”") shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “"Net Short Position” " by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “"short exempt”") and that is executed at a time when such Restricted Person does not have an havean equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” "Short Sale" shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Warrant Shares upon exercise of the Warrants, Conversion Shares, Shares upon conversion of the Convertible Notes, Notes or Interest Shares to any Restricted Person converting such Notes or exercising such Convertible NotesWarrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “"long” " all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes Notes, or Warrant Shares pursuant to the terms of the Warrants, in each case then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes or on exercise set forth in the Warrants, as applicable, and giving effect to any conversion or exercise price adjustments adjustments, as applicable, that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “"long” " (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date So long as any Buyer or any of this Agreement until such time as the Buyer no longer its affiliates holds any SecuritiesNotes, neither the such Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the such Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, a Note to any Restricted Person exercising converting such Convertible Notes, as applicableNote. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer any Purchaser no longer holds hold any Securities, neither the Buyer such Purchaser(s) holding any Securities nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer such Purchaser(s) (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Exchange Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Underlying Shares, upon conversion of the Convertible NotesPreferred Stock or Warrants, to any Restricted Person exercising such Convertible NotesPreferred Stock or Warrants, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Underlying Shares pursuant to the terms of the Convertible Notes Certificate of Designations with respect to the Preferred Stock or pursuant to the Warrants then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Certificate of Designations or the Warrants and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person. For the avoidance of doubt, this Section 4.17 is applicable to each Purchaser individually, and not collectively. For example, if Purchaser A still holds Securities but Purchaser B does not, only Purchaser A remains subject to this Section 4.17.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesOffered Notes remain outstanding, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an has no equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Offered Notes to any Restricted Person exercising converting such Convertible Offered Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Offered Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Offered Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time), or (iii) that may be issued as Interest Shares pursuant to the terms of the Offered Notes to such Restricted Person. Notwithstanding the foregoing, nothing contained herein (i) shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted PersonPerson or (ii) shall constitute a covenant, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockShares, such Restricted Person shall be deemed to hold “long” all Common Stock Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Interest Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx1934 Act) the Securities Secxxxxxxx or any other Common Stock Shares then owned by such Restricted Person.

No Net Short Sales. From Subject to and without limiting the date provisions of this Agreement until such time Section 4(o) above, so long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer Investor nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Ordinary Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Ordinary Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock Ordinary Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares or Warrant Shares pursuant to the terms of the Convertible Notes and Warrants then held by such Restricted Person, if any, any (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock Ordinary Shares then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock Ordinary Shares that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock Ordinary Shares (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Promissory Note to any Restricted Person exercising such Convertible Notes, as applicablePromissory Note. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common StockOrdinary Shares, such Restricted Person shall be deemed to hold “long” all Common Stock Ordinary Shares that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Promissory Note with respect to the Convertible Promissory Note then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Promissory Note and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock Ordinary Shares then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer no longer holds any SecuritiesNotes remain outstanding, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an has no equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, Shares upon conversion of the Convertible Notes, Notes to any Restricted Person exercising converting such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time), or (iii) that may be issued as Interest Shares pursuant to the terms of the Notes to such Restricted Person. Notwithstanding the foregoing, nothing contained herein (i) shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted PersonPerson or (ii) shall constitute a covenant, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short PositionPosition with respect to the Common Stock. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, upon conversion of the Convertible NotesNote(s), to any Restricted Person exercising such Convertible NotesNote(s), as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Note(s) then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Note(s) and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time as the Buyer no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, upon conversion of the Convertible NotesPreferred Shares, to any Restricted Person exercising such Convertible NotesPreferred Shares, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes Certificate of Designations with respect to the Preferred Shares then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes Certificate of Designations and giving effect to any conversion price adjustments that would take effect given only the passage of time). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 Xxx) the Securities or any other Common Stock then owned by such Restricted Person.

No Net Short Sales. From the date of this Agreement until such time So long as the Buyer Notes remain outstanding, no longer holds any Securities, neither the Buyer nor any of its agents, representatives or affiliates nor any entity managed or controlled by the a Buyer (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall maintain, in the aggregate, a Net Short Position. For purposes hereof, a “Net Short Position” by a Restricted Person means a position whereby such Restricted Person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Restricted Person does not have an has no equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the 1934 Act); provided, further that no “short saleShort Sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver Conversion Shares, respectively, upon conversion of the Convertible Notes, Notes to any Restricted Person exercising such Convertible Notes, as applicable. For purposes of determining whether a Restricted Person has an equivalent offsetting long position in the Common Stock, such Restricted Person shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Restricted Person, if any, or (ii) then issuable to such Restricted Person as Conversion Shares pursuant to the terms of the Convertible Notes then held by such Restricted Person, if any, (without regard to any limitations on conversion set forth in the Convertible Notes and giving effect to any conversion price adjustments that would take effect given only the passage of time), or (iii) that may be issued as Interest Shares pursuant to the terms of the Notes to such Restricted Person. Notwithstanding the foregoing, nothing contained herein (i) shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the 0000 1000 Xxx) the Securities or any other Common Stock then owned by such Restricted PersonPerson or (ii) shall constitute a covenant, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions.