Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary Shares during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon the exercise, exchange, or conversion, as applicable, of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances, including licensing or partner transactions, occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary acquire, Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee employee, consultant or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, combinations or sale or purchase strategic alliances occurring after the date of assets, or this Agreement which are not issued solely for capital raising purposes and (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendorsas consideration for research, customers collaboration, technology license, development, marketing or other similar agreements or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpartnerships.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to the Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive planspurchase, or Ordinary Shares rights to acquire, Common Stock or Common Stock issuable upon the exercise or vesting of options or warrants or vesting, exchange, or conversion of other securitiesrights to acquire Common Stock, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agentboth Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to a Designated Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentAgents, (iii) Ordinary Shares Common Stock or securities convertible into or exchanges for Common Stock in privately negotiated transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, and (iv) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, or payable as interest, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, combinations or sale or purchase strategic alliances occurring after the date of assets, or this Agreement which are not issued for capital raising purposes and (iv) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares offered and shares of Common Stock sold in a private placement transaction transactions to vendors, customers service providers or strategic partners if other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actoffering of Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the Agent, which consent shall not be unreasonably withheld, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Preferred Stock during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire, Ordinary Shares Preferred Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesPreferred Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Preferred Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Preferred Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Preferred Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares Preferred Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersPreferred Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsoffering of Preferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s abilitystrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and by the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeCompany; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock or Common Stock issuable upon the exercise of options, restricted shares of Ordinary Sharesor any other awards (including performance awards, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesrestricted shares), pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights or awards in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in privately negotiated transactions to vendors, customers, strategic partners or potential strategic partners or hereby, provided that the aggregate number of shares issued pursuant to this clause (iii) shall not exceed five percent (5%) of the total number of Common Stock outstanding immediately prior to giving effect to such sale or issuance; and (iv) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock or Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock or Preferred Stock during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock or Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock or Preferred Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Common Stock or Preferred Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, (iii) Ordinary Common Shares or Preferred Shares, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsoffering of Common Stock or Preferred Stock hereby and (iv) Common Stock or Preferred Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s abilitystrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary Shares during the period beginning on the third fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securities, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentXx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants (other than warrants that may be issued under the Loan Agreement) or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Xx Xxxxx hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants (other than warrants that may be issued under the Loan Agreement) or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, and (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActXx Xxxxx.

Notice of Other Sales. Without the prior written consent of the AgentSVB Leerink, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary Common Shares during the period beginning on the third Trading Day fifth trading day immediately prior to the date on which any Placement Notice is delivered to Agent SVB Leerink hereunder and ending on the second Trading Day trading day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with apply to (i) the Company’s issuance, grant or sale by the Company of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Common Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, equity awards pursuant to the any employee or director share option or benefits planoption, share ownership bonus or other share plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits arrangement described in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implementedProspectus, (ii) Ordinary the issuance of securities by the Company in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Shares by the Company pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to SVB Leerink in advance, or (iv) any Common Shares issuable by the Company upon the exercise, exchange, conversion or conversion, as applicable, redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, Common Stock or restricted stock units or stock awards or Common Stock issuable upon the exercise or vesting of options or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee employee, consultant or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, exercise or conversion, as applicable, vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to privately negotiated transactions with vendors, customers or customers, investors, strategic partners if or potential strategic partners, occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding purposes and conducted in a manner so as not to be integrated with the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actoffering of Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awardsawards to acquire Common Stock, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to privately negotiated transactions with vendors, customers customers, investors, strategic partners or in connection with other business combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, Common Stock or restricted stock units or other equity awards, other securities under the Company’s restricted stock awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock, pursuant to any employee or director share option or benefits equity plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plansawards to acquire Common Stock, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to (A) any employee or director share stock option or benefits plan, share equity incentive or stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implementedimplemented or (B) Nasdaq Listing Rule 5635(c)(4), (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances or corporate partnering transactions occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreementthe Sales Agreements) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreementthe Sales Agreements) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, Common Stock or restricted stock units or other equity awards, other securities under the Company’s restricted stock awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock, in any other “at-the-market” or continuous equity transaction, prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plansawards to acquire Common Stock, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share option equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately-negotiated transaction to with vendors, customers or customers, investors, strategic partners if or potential strategic partners, occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding purposes and which are conducted in a manner so as not to be integrated with the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actoffering of Placement Shares hereunder.

Notice of Other Sales. Without the prior written consent of the Agentnotice to Ascendiant, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third second Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Ascendiant hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to respecting Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, offering sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the earliest to occur of: (i) the date on which this Agreement is terminated by the Company pursuant to Section 13(b)(ii); (ii) the date on which Ascendiant terminates this Agreement pursuant to Section 13(c) or (iii) the thirtieth day immediately following the final Settlement Date with respect to respecting Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of of: (i1) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii2) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Ascendiant; and (iii3) Ordinary Shares Common Stock or securities convertible into or exchangeable exercisable for Ordinary Shares Common Stock as consideration for mergers, acquisitions, other business combinations, licensing agreements or sale or purchase of assetsstrategic alliances, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners who are qualified institutional buyers and not more than three Persons that are “accredited investors” within the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsmeaning of such term under paragraph (a)(1), nothing herein shall be construed to restrict the Company’s ability(a)(2), (a)(3), (a)(7), or require the Company to provide notice to the Agent, to file a registration statement (a)(8) of Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of Common Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any equity compensation plan, employee or director share stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Designated Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vestingoptions, exchangerestricted stock, restricted stock units, performance units, or conversion of other securitiesconvertible equity granted to the Company’s directors, officers, employees, contractors, advisors, consultants and other service providers, pursuant to any employee compensatory or director share option or incentive equity plan, benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, including, any restricted stock units or performance-based restricted stock units and the issuance, settlement (including net settlement) of Common Stock to any officers, directors and employees of the Company and/or its Subsidiaries in connection thereof, and pursuant to the Company’s equity plan, as may be amended from time to time; provided that any such plans in this clause (i) are disclosed in filings by the Company available on XXXXX, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentAgents, and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Class A Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Class A Shares, warrants or any rights to purchase or acquire Ordinary acquire, Class A Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to an Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Class A Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Class A Shares, warrants or any rights to purchase or acquire, Ordinary Class A Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with apply to the Company’s issuance, grant issuance or sale of (i) Ordinary Class A Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Class A Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Class A Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Class A Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company, as such plans are disclosed in filings by the Company or its Subsidiaries whether now in effect or hereafter implemented, available on XXXXX; (ii) Ordinary Class A Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents; and (iii) Ordinary Shares Class A Shares, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersClass A Shares, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, consultants, strategic partners if or potential strategic partners or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding offering of the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActPlacement Shares hereby.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent the Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s awards to acquire Common Stock or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share stock option or benefits plan, share employee stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentAgents, (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, combinations or sale or purchase strategic alliances occurring after the date of assets, or this Agreement which are not issued for capital raising purposes and (iv) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares offered and sold shares of Common Stock (A) in a private placement transaction connection with strategic transactions, including (1) joint ventures, manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or (2) technology transfer or development arrangements and/or (B) to vendorssuppliers or third-party service providers in connection with the provision of goods or services, customers or strategic partners if the primary purpose is in each case of this clause (iv) which are not a issued primarily for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and or the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to the Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awardsCommon Stock, other securities under the Company’s existing stock incentive plans or its Subsidiaries’ existing equity incentive plans, plans or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than (i) the Placement Shares offered pursuant to this Agreement, and (ii) Permitted Securities as defined below) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Common Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise or settlement of options options, restricted stock units or warrants or vesting, exchange, or conversion of other securities, awards pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or obligations with respect to indebtedness or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes (“Permitted Shares”).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock units, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion settlement of other securitiesrestricted stock units, pursuant to any employee or director share equity incentive, stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without The Company (I) shall provide the prior written consent of the Agent, the Company will not, directly or indirectly, offer Sales Agents notice as promptly as reasonably possible before it offers to sell, sell, contract contracts to sell, grant sells, grants any option to sell or otherwise dispose disposes of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary Shares Common Stock, during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent the Sales Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination); , and (II) will not directly or indirectly in any other “at the market offeringat-the-market” or continuous managed equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this AgreementAgreement or shares of Common Stock offered under that certain common stock purchase agreement, dated the date hereof, entered into between the Company and Arnaki Ltd.) or securities convertible into or exchangeable or exercisable for Ordinary Sharesshares of Common Stock, warrants or any rights to purchase or acquire, Ordinary Shares shares of Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance, grant issuance or sale of (i) Ordinary Sharesshares of Common Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares shares of Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share stockholder approved stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares the Company’s issuance of shares of Common Stock issuable upon the exercise, exchange, conversion or conversion, as applicable, redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the AgentSales Agents, or (iii) Ordinary Shares the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for Ordinary Shares as consideration for mergersshares of Common Stock in connection with any joint venture, acquisitionscommercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other business combinationsassets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or sale to the equityholders of a person) which is, itself or purchase through its subsidiaries, an operating company or an owner of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold an asset in a private placement transaction to vendors, customers or strategic partners if business synergistic with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require business of the Company to and shall provide notice to the AgentCompany additional benefits in addition to the investment of funds, to file but shall not include a registration statement under transaction in which the Securities ActCompany is issuing securities primarily for the purpose of raising capital.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transactionpurposes. Notwithstanding the foregoing provisionsThe Company and CF Principal Investments LLC (“CFPI”), nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to an affiliate of the Agent, are parties to file that certain controlled equity fund common stock purchase agreement dated March 28, 2022 (the “CEF Purchase Agreement”). Notwithstanding anything to the contrary, during the term of this Agreement, the Company will not give a registration statement purchase notice under the Securities ActCEF Purchase Agreement while a Placement Notice is in place under this Agreement. Additionally, during the term of this Agreement, the Company will not send, and the Agent will not accept, any Placement Notice sent under this Agreement while CFPI has a purchase notice, or otherwise holds shares pursuant to a previously received purchase notice, under the CEF Purchase Agreement.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants (other than warrants that may be issued under the Loan Agreement) or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants (other than warrants that may be issued under the Loan Agreement) or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, and (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActMLV.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire Ordinary Shares Preferred Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesPreferred Stock, warrants or any rights to purchase or acquire, Ordinary Shares acquire Preferred Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesPreferred Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Preferred Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Preferred Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Preferred Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Preferred Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersPreferred Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, consultants, strategic partners if or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsmeaning of such term under paragraph (a)(1), nothing herein shall be construed to restrict the Company’s ability(a)(2), (a)(3), (a)(7) or require the Company to provide notice to the Agent, to file a registration statement (a)(8) of Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares the issuance of shares of Common Stock or securities convertible or excercisable or exchangeable for Common Stock to consultants (including in connection with investor relations activities) and (iv) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, investments, other business combinations, joint ventures, commercial relationships, strategic alliances or sale or purchase other strategic transactions occurring after the date of assetsthis Agreement which are not issued for capital raising purposes. Furthermore, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in the foregoing shall not prohibit the Company, at any time at which a private placement transaction to vendors, customers or strategic partners if the primary purpose Placement Notice is not a capital raising transaction. Notwithstanding in effect and has not been in effect for the foregoing provisions3 business days immediately prior thereto, nothing herein shall be construed to restrict the Company’s abilityfrom engaging in sales of its Common Stock through public offerings, private placements or require the Company to provide notice to the Agentotherwise, to file a registration statement under the Securities Actincluding through other underwriters or placement agents.

Notice of Other Sales. Without During the term of this Agreement, without giving the Agent at least three business days’ prior written consent notice specifying the nature of the Agentproposed sale and the date of such proposed sale, so as to permit the Agent to suspend activity under this Agreement for such period of time as requested by the Company, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary Common Shares during the period beginning on the third fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Common Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securities, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s stock awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock units, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to privately negotiated transactions with vendors, customers or customers, strategic partners if or potential strategic partners, occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Sharesshares of Common Stock, warrants or any rights to purchase or acquire Ordinary Shares shares of Common Stock during the period beginning on the third fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination) (such period, the “Notice Period”); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Sharesshares of Common Stock, warrants or any rights to purchase or acquire, Ordinary Shares shares of Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Sharesshares of Common Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awardsCommon Stock, other securities under the Company’s or its Subsidiaries’ existing equity incentive plansplans or inducement equity awards pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, or Ordinary Shares shares of Common Stock issuable upon the exercise of options or warrants other equity awards or vesting, exchange, or conversion vesting of other securities, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares shares of Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares shares of Common Stock issuable upon the exercise, exchange, conversion or conversion, as applicable, redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares shares of Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations; joint ventures; collaborations; licensing arrangements; manufacturing, distribution, marketing, supply, sponsored research, technology transfer or sale development or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers third party service arrangements; or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgent (which consent shall not be unreasonably withheld), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX XXXXX, SEDAR or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary shares of Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary acquire, Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of fifteenth (15th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary shares of Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentDistribution Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent the Distribution Agents hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Common Shares, restricted shares of Ordinary Shares, restricted stock units RSUs or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion redemption of other securitiesRSUs, pursuant to any employee or director share option stock option, RSU Plan or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentDistribution Agents, (iii) Ordinary Shares Common Shares, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Shares, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsoffering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, nothing herein shall be construed to restrict the Company’s abilitystrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and by the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeCompany; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchangeoptions, or conversion of any other securitiesaward (including performance awards, restricted stock units or restricted shares) pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon the exercise, exchange, or conversion, as applicable, of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act.​

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company Partnership will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Units (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Units, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Units during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Securities sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Securities covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Units (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Units, warrants or any rights to purchase or acquire, Ordinary Shares Common Units prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of Partnership may (iA) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, issue and sell Common Units pursuant to any employee this Agreement; (B) file a registration statement on Form S-8 or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon the exercise, exchange, or conversion, as applicable, of warrants, options or other rights in effect or outstanding, issue and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares sell Common Units or securities convertible into or exchangeable for Ordinary Shares as consideration for mergersCommon Units pursuant to any long-term incentive plan, acquisitionsemployee unit option plan or unit ownership plan of the Partnership in effect at the Applicable Time; (C) issue or deliver Common Units issuable upon the conversion, other business combinationsvesting or exercise of securities (including long-term incentive plan awards, or sale or purchase of assetsoptions and warrants) outstanding at the Applicable Time; and (D) issue and sell Common Units, or (iv) Ordinary Shares or securities convertible into or exchangeable exercisable for Ordinary Shares Common Units, offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Units hereby. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 7(h), MLV may (and shall if requested by the primary purpose is not a capital raising transaction. Notwithstanding Partnership) suspend activity under this Agreement for such period of time as may be requested by the foregoing provisions, nothing herein shall Partnership or as may be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actdeemed appropriate by MLV.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s stock awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock units, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to a Designated Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and (or, if earlier, the thirtieth day immediately following the final Settlement Date with respect to sale of all Placement Shares permitted to be sold pursuant to such Placement Noticeunder the applicable Prospectus); provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchangeoptions, or conversion of any other securitiesawards (including performance awards, restricted shares or restricted stock units), pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights or awards in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or research, collaboration, technology license, development, marketing or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers other similar agreements or strategic partners if partnerships or alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period (the “Notice Period”) beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Common Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise or settlement of options options, restricted stock units or warrants or vesting, exchange, or conversion of other securities, awards pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion settlement of other securitiesrestricted stock units, pursuant to any employee or director share equity incentive, stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity line of credit transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plansawards to acquire Common Stock, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion the vesting of other securitiesequity awards, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, exercise or conversion, as applicable, vesting of warrants, options options, equity awards, or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares issued and sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any equity compensation plan, employee or director share stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transactionpurposes. Notwithstanding Without derogating from the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability, or require the Company shall provide the Sales Agent notice at least two (2) Trading Days prior to provide notice to the Agent, to file a registration statement under the Securities Actpursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awardsCommon Stock, other securities under the Company’s existing stock incentive plans or its Subsidiaries’ existing equity incentive plans, plans or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Designated Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vestingoptions, exchangerestricted stock, restricted stock units, performance units, or conversion of other securitiesconvertible equity granted to the Company’s directors, officers, employees, contractors, advisors, consultants and other service providers, pursuant to any employee compensatory or director share option or ​ ​ incentive equity plan, benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, including, any restricted stock units or performance-based restricted stock units and the issuance, settlement (including net settlement) of Common Stock to any officers, directors and employees of the Company and/or its Subsidiaries in connection thereof, and pursuant to the Company’s equity plan, as may be amended from time to time; provided that any such plans in this clause (i) are disclosed in filings by the Company available on XXXXX, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentAgents, and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgent (not to be unreasonably withheld), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during at any time that sales of the period beginning on Shares have been made but not settled or at any time the third Trading Day immediately prior Company has outstanding with Agent any instructions to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement sell Shares sold pursuant to but such Placement Notice instructions have not been fulfilled, suspended or cancelled (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible pursuant to an “equity line of credit” facility substantially similar to those entered into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require by the Company to provide notice to in the Agent, to file a registration statement under the Securities Actpast.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion any other type of other securitiesstock-based award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assetslicense agreements, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendorscollaboration agreements, customers development agreements or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without During the prior written consent pendency of the Agentany Placement Notice given hereunder, the Company will notshall provide the Agent with written notice as promptly as reasonably possible before it will, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares; provided, however, that such notice will not be required in connection with the Company’s issuance, grant or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) other equity incentive awards approved by the Board of Directors of the Company or the compensation committee thereof or the issuance of Common Shares upon the exercise or settlement thereof; (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or disclosed as outstanding in the Registration Statement or the Prospectus; (iv) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets; and (v) Common Shares, or securities convertible into or exercisable for Common Shares, issued pursuant to consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital. In addition, while this Agreement is in force and shall not have expired, terminated or been terminated, during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and , the Company will not not, directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or any other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon the exercise, exchange, or conversion, as applicable, of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act“at-the-market” offering.

Notice of Other Sales. Without the prior written consent of the AgentUnivest, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Series A Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesSeries A Preferred Stock, warrants or any rights to purchase or acquire Ordinary Series A Preferred Stock, or permit the registration under the Securities Act of any shares of Series A Preferred Stock (other than the Placement Shares registered pursuant to this Agreement), during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Univest hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and, at any time during which a Placement Notice is pending and for two (2) Trading Days after the last sale of Placement Shares under such Placement Notice, will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Series A Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesSeries A Preferred Stock, warrants or any rights to purchase or acquire, Ordinary Shares acquire Series A Preferred Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesSeries A Preferred Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted Series A Preferred Stock or stock units awards or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Series A Preferred Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesstock awards, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Series A Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, existing on the date hereof; and (ii) Ordinary Shares Series A Preferred Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, outstanding on the date hereof and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActProspectus.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsdates of this Agreement (including any merger or other business combination with Callisto Pharmaceuticals, nothing herein shall be construed to restrict Inc. (“Callisto”) or any block sale by Callisto of the Company’s ability, or require the Company securities to provide notice to the Agent, to file a registration statement under the Securities Actany strategic partner).

Notice of Other Sales. Without the prior written consent of the AgentAgents, which shall not be unreasonably withheld, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third Trading Day immediately prior to the date on which any Placement Notice is delivered to an Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary C:\Users\xxxxxxxxxx\Downloads\PANL - ATM Sales Agreement (7.2.21).docx Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesequity awards, pursuant to any stock option, employee or director share option equity incentive, compensation or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, exercise or conversion, as applicable, vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares Common Shares, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Shares, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsoffering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, nothing herein shall be construed to restrict the Company’s abilitystrategic investment or other similar transaction (including any joint venture, commercial, strategic or collaborative relationship, or require the acquisition by the Company to provide notice to of the Agentsecurities, to file a registration statement under the Securities Actbusiness, property or other assets of another Person).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, Common Stock-based incentive awards or options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, and (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and or otherwise disclosed in or contemplated by filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of the Lead Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Lead Agent hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the second (2nd) Trading Day immediately following the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units units, options to purchase Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the AgentAgents, and (iii) Ordinary Shares Common Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners, acquisition candidates or other investors conducted in a manner so as not to be integrated with the primary purpose is not a capital raising transactionoffering of Common Stock hereby. Notwithstanding the foregoing provisionsabove, nothing herein shall be construed the Company is free to restrict pursue any other equity or debt financing at any time during the term of this Agreement, thereby maximizing the Company’s abilityflexibility to raise capital; provided, or require that (i) the Company to provide notice may not enter into or utilize any other at-the-market facility or continuous equity transaction, except for equity line transactions, during the term of this Agreement, and (ii) the Company may not issue any securities during the period beginning on the third (3rd) Trading Day immediately prior to the Agentdate on which any Placement Notice is delivered to Lead Agent hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to file the sale of all Placement Shares covered by a registration statement under Placement Notice, the Securities Actsecond (2nd) Trading Day immediately following the date of such suspension or termination).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesawards, pursuant to any employee or director share option stock option, incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, licensing, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances or corporate partnering transactions occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any equity compensation plan, employee or director share stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent the Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares Common Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or strategic partners if conducted in a manner so as not to be integrated with the primary purpose is offering of Common Stock hereby, and which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion any other type of other securitiesstock-based award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers license agreements or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without During the prior written consent of the AgentProspectus Delivery Period, the Company will notshall provide Xxxxxxxxxx with written notice as promptly as reasonable possible before it will, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares; provided, however, that such notice will not be required in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or disclosed as outstanding in the Registration Statement and the Prospectus, and (iii) Common Shares, or securities convertible into or exercisable for Common Shares, issued pursuant to consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in each case, such arrangements are required to be disclosed on a current report on Form 6-K. In addition, while this Agreement is in force and shall not have expired, terminated or been terminated, during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Xxxxxxxxxx hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and , the Company will not not, directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later in any other “at-the-market” offering under Rule 415 of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon the exercise, exchange, or conversion, as applicable, of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActAct Regulations.

Notice of Other Sales. Without The Company (i) shall provide the prior written consent of the Agent, the Company will not, directly or indirectly, offer Sales Agent notice as promptly as reasonably possible before it offers to sell, sell, contract contracts to sell, grant sells, grants any option to sell or otherwise dispose disposes of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary Shares Common Stock, during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination); , and will (ii) shall not (without the prior written consent of the Sales Agent) directly or indirectly engage in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Sharesshares of Common Stock, warrants or any rights to purchase or acquire, Ordinary Shares shares of Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Sharesshares of Common Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares shares of Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares shares of Common Stock issuable upon the exercise, exchange, conversion or conversion, as applicable, redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Agent, Sales Agent and (iii) Ordinary Shares shares of Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, assets or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers other business combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transactionpurposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to consent of the Sales Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, ending on the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, offering sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later earliest to occur of (1) the termination of date on which this Agreement and is terminated by the Company pursuant to Section 13(b)(ii), (2) the date on which MLV terminates this Agreement pursuant to Section 13(a) or Section 13(c) or (3) the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchangeoptions, or conversion of other securitiesequity awards, pursuant to any employee or director share option stock option, incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, MLV; (iii) Ordinary Shares Common Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergers, acquisitions, other business combinationsCommon Stock, or sale warrants or any rights to purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares acquire Common Stock offered and sold in a private placement transaction privately negotiated transactions to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement “accredited investors” as defined under Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of Common Stock hereby, and Common Stock issuable upon conversion or exercise of such securities, warrants or rights; and (iv) Common Stock, warrants and other securities issued to White Deer.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Sharesstock appreciation rights, restricted stock units or other equity awards, other securities under the Company’s stock-based awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchangeoptions, or conversion the vesting of other securitiesany of the foregoing, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, combinations or sale strategic alliances or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to privately negotiated transactions with vendors, customers or customers, investors, strategic partners if or potential strategic partners, occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding purposes and conducted in a manner so as not to be integrated with the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actoffering of Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Sharesstock appreciation rights, restricted stock units or other equity awards, other securities under the Company’s stock-based awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchangeoptions, or conversion the vesting of other securitiesany of the foregoing, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, combinations or sale strategic alliances or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to privately negotiated transactions with vendors, customers or customers, strategic partners if or potential strategic partners, joint ventures, marketing or distribution arrangements, collaboration agreements, co-promotion agreements or intellectual property license agreements occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding purposes and connected in a manner so as not to be integrated with the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actoffering of Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to a Designated Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vestingoptions, exchange, or conversion including any Common Stock sold on behalf of other securitiesan employee to cover tax withholding obligations, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or research, collaboration, technology license, development, marketing or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers other similar agreements or strategic partners if partnerships or alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale strategic alliances or purchase corporate partnering transactions occurring after the date of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable this Agreement which are not issued for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of stock of the Company (other than (a) the Placement Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares of common stock offered pursuant to the provisions of the At Market Sales Agreement (Common Stock) dated as of even date herewith, by and between the Company and MLV) or securities convertible into or exchangeable or exercisable for Ordinary Sharesstock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Preferred Stock of the Company during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares shares of stock of the Company (other than (a) the Placement Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares of common stock offered pursuant to the provisions of the At Market Sales Agreement (Common Stock) dated as of even date herewith, by and between the Company and MLV) or securities convertible into or exchangeable or exercisable for Ordinary Sharesstock, warrants or any rights to purchase or acquire, Ordinary Shares Preferred Stock of the Company prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s awards relating to Common Stock or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of pursuant to such other securitiesawards, pursuant to any employee or director share option stock option, incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, and (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities ActMLV.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares Common Stock or securities convertible into or exchanges for Common Stock in privately negotiated transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, and (iv) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire Ordinary Shares during the period beginning on the third second Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second first Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securities, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exchange and/or exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergers, acquisitions, joint ventures, collaborations, licensing agreements, other business combinations, combinations or sale or purchase strategic alliances occurring after the date of assets, or this Agreement which are not issued for capital raising purposes; (iv) warrants issued upon the surrender and cancellation of outstanding Ordinary Shares Shares; and (v) modification of any outstanding options, warrants of any rights to purchase or securities convertible into or exchangeable for acquire Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transactionShares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to (i) file, or require the Company to provide notice to the AgentAgent of the filing of, to file a registration statement statement, or amendment or supplement thereto, under the Securities ActAct or (ii) enter into and/or consummate a committed underwritten equity offering with the Agent’s prior written consent, or otherwise prohibit the issuance of its equity securities in a private placement transaction.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire acquire, Ordinary Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, Shares or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiescompensatory share awards, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares or securities convertible into or exchangeable for shares of Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent Agents hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or SEDAR or otherwise in writing to the Agent, Agents and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Common Shares as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion any other type of other securitiesstock-based award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, (iii) Ordinary a bona-fide, firm commitment underwritten public offering, provided that the Company has suspended sales of Placement Shares at the time of such offering, (iv) Common Stock issued pursuant to the terms of any merger agreements in effect as of the date hereof, and (v) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, license agreements or sale or purchase other strategic alliances occurring after the date of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable this Agreement which are not issued for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other equity securities, pursuant to any employee or director share stock option or benefits planplan (including, share for the avoidance of doubt, pursuant to any inducement award agreement between any employee or director and the Company), stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale strategic alliances or purchase corporate partnering transactions occurring after the date of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable this Agreement which are not issued for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion any other type of other securitiesstock-based award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary a bona fide, firm commitment underwritten public offering, provided that the Company has suspended sales of Placement Shares at the time of such offering, and (iv) Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers licensing agreements or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transactionpurposes. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Act.​

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale strategic alliances or purchase corporate partnering transactions occurring after the date of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable this Agreement which are not issued for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is dates of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and and, at any time during which a Placement Notice is pending, will not directly or indirectly in any other “at the market offering” At The Market Offering or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary SharesCommon Stock, restricted stock units or other equity awards, other securities under the Company’s stock awards or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion vesting of other securitiesrestricted stock units, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, MLV and (iii) Ordinary Shares Common Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, investors, strategic partners if or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsmeaning of such term under paragraph (a)(1), nothing herein shall be construed to restrict the Company’s ability(a)(2), (a)(3), (a)(7) or require the Company to provide notice to the Agent, to file a registration statement (a)(8) of Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of Common Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares other equity awards to acquire Common Stock or Common Stock issuable upon the exercise or vesting of Ordinary Shares, restricted stock units options or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee or director share stock option or benefits plan, share employee stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes, or sale or purchase of assets, or and (iv) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares offered and sold shares of Common Stock (A) in a private placement transaction connection with strategic transactions, including (1) joint ventures, manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or (2) technology transfer or development arrangements and/or (B) to vendorssuppliers or third party service providers in connection with the provision of goods or services, customers or strategic partners if the primary purpose is in each case of this clause (iv) which are not a issued primarily for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, ; (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, combinations or sale or purchase strategic alliances occurring after the dates of assets, this Agreement which are not issued for capital raising purposes or (iv) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares offered and sold Common Stock, other than pursuant to any at-the-market offerings, equity lines of credit or any similar transactions in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require which the Company to provide notice to the Agent, to file sells securities at a registration statement under the Securities Actfuture determined price.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later latter of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other equity securities, pursuant to any employee or director share stock option or benefits planplan (including, share for the avoidance of doubt, pursuant to any inducement award agreement between any employee or director and the Company), stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale strategic alliances or purchase corporate partnering transactions occurring after the date of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable this Agreement which are not issued for Ordinary Shares offered and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise or settlement of options options, phantom stock units or warrants or vesting, exchange, or conversion of other securities, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares securities convertible into or exchangeable for Common Stock, or warrants or any rights to purchase or acquire Common Stock, or Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity award, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon the exercise, exchange, conversion or conversion, as applicable, redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transactionpurposes. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, ability to file a registration statement under the Securities Act, including another prospectus supplement in connection with the Registration Statement for the issuance of shares other than the Placement Shares.

Notice of Other Sales. Without the prior written consent of the Agentboth Agents (not to be unreasonably withheld), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Shares during at any time that sales of the period beginning on Shares have been made but not settled or at any time the third Trading Day immediately prior Company has outstanding with Agents any instructions to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second Trading Day immediately following the final Settlement Date with respect to Placement sell Shares sold pursuant to but such Placement Notice instructions have not been fulfilled, suspended or cancelled (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary Common Shares, warrants or any rights to purchase or acquire, Ordinary Common Shares prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Shares or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Common Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not Ordinary Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Common Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agents and (iii) Ordinary Common Shares or securities convertible into or exchangeable for Ordinary Shares as consideration for mergerspursuant to that certain Common Share Purchase Agreement, acquisitionsdated October 21, other business combinations2008, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered by and sold in a private placement transaction to vendors, customers or strategic partners if the primary purpose between Azimuth Opportunity Ltd. and XOMA Ltd at any time that Placement Notice is not a capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpending.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock, restricted shares of Ordinary Shares, restricted stock units or other equity awards, other securities under the Company’s awards to acquire Common Stock or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share option equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, licensing, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances or corporate partnering transactions occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuancegrant, grant award, issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, MLV and (iii) Ordinary Shares Common Stock, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsmeaning of such term under paragraph (a)(1), nothing herein shall be construed to restrict the Company’s ability(a)(2), (a)(3), (a)(7) or require the Company to provide notice to the Agent, to file a registration statement (a)(8) of Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of Common Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of the termination of this Agreement and the thirtieth sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares Common Stock issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesequity awards, pursuant to any employee or director share option stock incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or exercisable for Ordinary Preferred Shares, warrants or any rights to purchase or acquire Ordinary acquire, Common Stock or Preferred Shares during the period beginning on the third fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Agent MLV hereunder and ending on the second fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringat-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Common Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or exercisable for Ordinary Preferred Shares, warrants or any rights to purchase or acquire, Ordinary Common Stock or Preferred Shares prior to the later of the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary Common Stock or Preferred Shares, options or warrants to purchase Ordinary Shares, restricted shares of Ordinary Shares, restricted stock units Common Stock or other equity awards, other securities under the Company’s Preferred Shares or its Subsidiaries’ existing equity incentive plans, Common Stock or Ordinary Preferred Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securitiesoptions, pursuant to any employee or director share stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, ; (ii) Ordinary Common Stock or Preferred Shares issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, MLV and (iii) Ordinary Shares Common Stock or Preferred Shares, or securities convertible into or exchangeable exercisable for Ordinary Shares as consideration for mergersCommon Stock or Preferred Shares, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement privately negotiated transaction to vendors, customers or customers, strategic partners if or potential strategic partners who are qualified institutional buyers and not more than three persons that are “accredited investors” within the primary purpose is not a capital raising transaction. Notwithstanding the foregoing provisionsmeaning of such term under paragraph (a)(1), nothing herein shall be construed to restrict the Company’s ability(a)(2), (a)(3), (a)(7) or require the Company to provide notice to the Agent, to file a registration statement (a)(8) of Rule 501 under the Securities ActAct and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire Ordinary Shares acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the second third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offeringmarket” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Ordinary SharesCommon Stock, warrants or any rights to purchase or acquire, Ordinary Shares Common Stock prior to the later of sixtieth (60th) day immediately following the termination of this Agreement and the thirtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement NoticeAgreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance, grant issuance or sale of (i) Ordinary SharesCommon Stock, options or warrants to purchase Ordinary SharesCommon Stock or Common Stock issuable upon the exercise or vesting of options, restricted shares of Ordinary Sharesstock awards, restricted stock units or other equity awards, other securities under the Company’s or its Subsidiaries’ existing equity incentive plans, or Ordinary Shares issuable upon the exercise of options or warrants or vesting, exchange, or conversion of other securities, awards settled in Common Stock issued pursuant to any employee or director share option or benefits equity compensation plan, share stock ownership plan or dividend reinvestment plan (but not Ordinary Shares Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company or its Subsidiaries whether now in effect or hereafter implemented, (ii) Ordinary Shares Common Stock issuable upon conversion of securities or the exercise, exchange, or conversion, as applicable, exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Ordinary Shares Common Stock or securities convertible into or exchangeable for Ordinary Shares shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or sale or purchase of assets, or (iv) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares offered and sold in a private placement transaction to vendors, customers combinations or strategic partners if alliances occurring after the primary purpose is date of this Agreement which are not a issued for capital raising transaction. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to the Agent, to file a registration statement under the Securities Actpurposes.