Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 From the prior written consent time the Company issues a Placement Notice until the settlement for sales of MLVall Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, directly without (i) giving the Placement Agent prior written notice as soon as reasonably practicable but in no event less than one (1) Trading Day specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Placement Agent suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by the Placement Agent in light of the proposed sale, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (v) the Common Shares to be offered and sold through the Placement Agent or any rights Alternative Placement Agent pursuant to purchase this Agreement or acquireany Alternative Distribution Agreement, (w) Common Stock or Preferred Shares prior issuable pursuant to the termination Company’s dividend reinvestment plan as it may be amended or replaced from time to time, (x) equity incentive awards approved by the Company’s board of this Agreement; providedtrustees or the compensation committee thereof or the issuance of Common Shares upon exercise thereof, however, that such restrictions will not be required (y) the issuance of Securities in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV OP Units and (iiiz) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold the issuance of OP Units in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated connection with the offering acquisition of the Placement Shares herebyadditional properties.

Notice of Other Sales. Without the prior written consent of MLVB. Xxxxx FBR, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV B. Xxxxx FBR hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and B. Xxxxx FBR, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyPreferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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 enter into in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Ordinary Shares, options to purchase Common Stock or Preferred Ordinary Shares or Common Stock or Preferred Ordinary Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Ordinary 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 Stock or Preferred Ordinary Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred Ordinary Shares, or securities convertible into or exercisable for Common Stock or Preferred Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Ordinary Shares herebyhereby and (iv) Ordinary Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise exercise, vesting, or settlement of options, warrants, restricted stock units, or other equity awards, pursuant to any employee or director stock option or equity incentive plan, benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership) and (v) Common Stock in connection with any exchange of outstanding debt securities of the Placement Shares herebyCompany. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares Stock issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock Shares or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock or Preferred Stock hereby and (iv) Common Stock or Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the 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, except for the program contemplated by the Other Sales Agreement with the Alternative Agent, will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV the Agent and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who alliances occurring after the date of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Preferred Shares Stock (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or shares of Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) 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” ATM Offering or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common shares of Preferred Stock or Preferred Shares (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or shares of Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or shares of Preferred SharesStock, options to purchase Common shares of Preferred Stock or shares of Series Preferred Shares or Common Stock or Preferred 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 of Preferred Stock or Preferred 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 of Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or shares of Preferred SharesStock, or securities convertible into or exercisable for Common Stock or shares of Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares shares of Preferred Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, equity incentive or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyPreferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred 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 Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV Agent and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” ATM Offering or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Preferred Shares hereby.

Notice of Other Sales. Without the prior written consent of MLVSVB 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, acquire Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day trading day immediately prior to the date on which any Placement Notice is delivered to MLV SVB Leerink hereunder and ending on the fifth (5th) Trading Day 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the later of the termination of this AgreementAgreement and the 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 or sale of apply to (i) the issuance, grant or sale by the Company of Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares Shares, other equity awards or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or other equity awards pursuant to the any share option, share bonus or other share plan or arrangement described in the Prospectus, (ii) 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 employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of that the Company whether now may adopt from time to time provided the implementation of such is disclosed to SVB Leerink in effect advance, or hereafter implemented; (iiiv) any Common Stock or Preferred Shares issuable by the Company upon the exchange, conversion or 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth (5th) third 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock, equity awards granted under the Company’s incentive plans or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any employee or director stock option incentive plan, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion or exchange 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 MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership), and (v) Common Stock issued by the Placement Shares herebyCompany in satisfaction of earn-out arrangements disclosed in the Company’s reports filed with the Commission.

Notice of Other Sales. Without the prior written consent of MLVX. Xxxxx FBR, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV X. Xxxxx FBR hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and X. Xxxxx FBR, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyPreferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the fifth second (5th2nd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, restricted stock, restricted stock units, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option equity-based compensation or benefits planplan or arrangement, stock ownership plan, deferred compensation plan or arrangement, or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV the Agent, and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1)partners, (a)(2), (a)(3), (a)(7) acquisition candidates or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV an Agent hereunder and ending on the fifth third (5th3rd) 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, during such period, will not directly or indirectly in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise exercise, vesting, or settlement of options, warrants, restricted stock units, or other equity awards, pursuant to any employee or director stock option option, or benefits plan or other employee compensation plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion or 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 EXXXX or otherwise in writing to MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; (iv) Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (v) Common Stock issuable as a matching contribution under the Placement Shares herebyCompany’s 401(k) or employee stock purchase plan whether now in effect or hereafter implemented. Notwithstanding the foregoing provisions,nothing herein shall be construed to restrict the Company’s ability, or require the consent of the Agents, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares other equity awards to acquire Common Stock, or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or conversion or other settlement of equity awards, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion of securities or the exercise exercise, vesting or other settlement 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVnotice to Aegis, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Aegis hereunder and ending on the fifth (5th) 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” or continuous equity transaction offer to sell, offering sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares prior to the thirtieth (30th) day immediately following the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of of: (i1) Common Stock or Preferred Ordinary Shares, options to purchase Common Stock or Preferred Ordinary Shares or Common Stock or Preferred Ordinary Shares issuable upon the exercise of options, pursuant to any employee or director stock share option or benefits plan, stock share ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii2) Common Stock or Preferred Ordinary Shares issuable upon conversion 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 MLV Aegis; and (iii3) Common Stock or Preferred Shares, Ordinary Shares or securities convertible into or exercisable for Common Stock Ordinary Shares as consideration for mergers, acquisitions, other business combinations, licensing agreements or Preferred Sharesstrategic relationships, or offered and sold in a one or more privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Ordinary Shares hereby.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Series A Preferred Shares Stock (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or shares of Series A Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Series A Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) 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” ATM Offering or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common shares of Series A Preferred Stock or Preferred Shares (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or shares of Series A Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Series A Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or shares of Series A Preferred SharesStock, options to purchase Common shares of Series A Preferred Stock or shares of Series Preferred Shares or Common Stock or Preferred 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 of Series A Preferred Stock or Preferred 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 of Series A Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and (iii) Common Stock or shares of Series A Preferred SharesStock, or securities convertible into or exercisable for Common Stock or shares of Series A Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares shares of Series A Preferred Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVnotice to 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance issuance, grant or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or other equity awards including restricted stock units, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) ), stock bonus or other stock plan or arrangement of the Company whether now in effect or hereafter implemented; (ii) Common Stock or Preferred Shares issuable upon conversion of securities or the exercise of warrants, options options, restricted stock units or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) any shares of Common Stock issuable upon the Placement Shares herebyexchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding; (v) Common Stock or securities convertible into or exercisable for Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (vi) Common Stock issuable pursuant to any earnouts or contingent consideration, including any earn-out shares issuable in connection with the business combination or “De-SPAC” transaction between Luminar Technologies, Inc. and Xxxxx Xxxxxxxxxxx.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred ADSs or Ordinary Shares (other than the Placement Shares ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred ADSs, Ordinary Shares, warrants or any rights to purchase or acquireacquire ADSs or Ordinary Shares, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth second (5th2nd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock ADSs or Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred ADSs, Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock ADSs or Preferred Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred ADSs, Ordinary Shares, restricted stock units, options to purchase Common Stock ADSs or Preferred Ordinary Shares or Common Stock ADSs or Preferred Ordinary 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 Stock ADSs or Preferred Ordinary 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 Stock ADSs or Preferred Ordinary Shares issuable upon conversion 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 MLV the Agent, and (iii) Common Stock or Preferred ADSs, Ordinary Shares, or securities convertible into or exercisable for Common Stock or Preferred SharesADSs, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1)partners, (a)(2), (a)(3), (a)(7) acquisition candidates or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement ADSs or Ordinary Shares hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock Stock, other equity awards or Preferred Shares purchase rights or Common Stock or Preferred Shares issuable upon the exercise or vesting of options, other equity awards and purchase rights, pursuant to any employee or director stock option equity incentive, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, consultants, service providers, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the 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 during the term of this Agreement will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this AgreementStock; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV the Agent and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who alliances occurring after the date of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth first (5th1st) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVAgents, 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares restricted stock units or other equity awards or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee employee, consultant or director stock option or benefits plan, stock ownership plan or plan, dividend reinvestment plan or rights offering (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agents, (iii) Common Stock or Preferred Shares, or securities convertible into into, exercisable or exercisable exchangeable for shares of Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, and (iv) Common Stock issued in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership) and or as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the Placement Shares herebydate of this Agreement which are not issued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLVB. Xxxxx Securities, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Series D Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Series D Preferred SharesStock, warrants or any rights to purchase or acquire, Common Series D Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV B. Xxxxx Securities hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Series D Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Series D Preferred SharesStock, warrants or any rights to purchase or acquire, Common Series D Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Series D Preferred SharesStock, options to purchase Common Series D Preferred Stock or Series D Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Series D Preferred Stock or Preferred 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 Series D Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and B. Xxxxx Securities, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Series D Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebySeries D Preferred Stock hereby and (iv) Series D Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe Distribution 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Distribution Agents hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or other equity awards, pursuant to any employee or director stock option or equity incentive plan, benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Distribution Agents; (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; and (iv) any other offering of Common Stock pursuant to the Placement Shares herebyRegistration Statement that is not an “at-the-market” or continuous equity transaction, provided that the Company has given the Distribution Agents five (5) prior Trading Days’ written notice thereof.

Notice of Other Sales. Without the prior written consent of MLVnotice to 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, restricted stock units, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or the vesting and settlement of restricted stock units, pursuant to any employee or director stock option or benefits plan, stock ownership plan (including, without limitation, any employee stock purchase plan) or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV the Agent, and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1)partners, (a)(2), (a)(3), (a)(7) acquisition candidates or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares Shares, RSUs or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or redemption of RSUs, pursuant to any employee or director stock option option, RSU Plan or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EDXXX xr otherwise in writing to MLV and the Agents, (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Common Shares herebyhereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without prior notice to the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth second (5th2nd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance issuance, grant or sale of (i) Common Stock or Preferred SharesStock, restricted stock units, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, or the vesting of any of the foregoing, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without From the prior written consent time the Company issues a Placement Notice until the settlement for sales of MLVall Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, directly without (i) giving KeyBanc Capital Markets at least five (5) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) KeyBanc Capital Markets suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by KeyBanc Capital Markets in light of the proposed sale, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock Stock, or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or Preferred Sharessuch other securities, warrants in cash or otherwise. The foregoing sentence shall not apply to (w) the Common Stock to be offered and sold through KeyBanc Capital Markets or any rights Alternative Placement Agent pursuant to purchase this Agreement, any Alternative Equity Distribution Agreement or acquireany terms agreement, (x) Common Stock or Preferred Shares prior issuable pursuant to the termination any dividend reinvestment plan of this Agreement; providedthe Company as it may be amended or replaced from time to time, however, that such restrictions will not be required (y) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof and (z) the issuance of Securities in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyUnits.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offering offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred 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 Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offering offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred 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 Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the thirtieth (30th) day immediately following the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction transactions to vendors, customers, strategic partners or potential strategic partners who or hereby, and (iii) Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances, which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV the Agent and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations, loan transactions or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who alliances occurring after the date of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLV, the The Company will not, directly without (i) giving KeyBanc prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) KeyBanc suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by KeyBanc in light of the proposed sale as provided by Section 4 hereof, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase be settled by delivery of Common Shares or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Common Stock Shares to be offered and sold through KeyBanc pursuant to this Agreement or Preferred Shares prior the Alternative Manager pursuant to the termination Alternative Distribution Agreement or pursuant to any terms agreement entered into pursuant to this Agreement or the Alternative Distribution Agreement, (B) any Common Shares issued by the Company upon (x) the exercise of this Agreement; providedan option or warrant or (y) the conversion of a security, howeverin either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Prospectus, that such restrictions will not be required in connection with the Company’s issuance (C) any Common Shares issued or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any Common Stock or Preferred Shares issuable upon the exercise of options, issued pursuant to any non-employee or director stock option or benefits plan, direct stock ownership purchase plan or dividend reinvestment plan referred to in the Prospectus, (but not E) any limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business, (F) any Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) OP Units or (a)(8G) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering any Common Shares issuable upon conversion of the Placement Shares herebyCompany’s 6.00% Convertible Guaranteed Notes due 2030.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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 third (3rd) Trading Day immediately following the date of such suspension or termination); and will not directly or indirectly in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe Distribution 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Distribution Agents hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Distribution Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership), (v) Common Stock issued pursuant to that a Common Stock Purchase Agreement, to be entered into in connection with the Company’s continuous equity transaction with Global Corporate Finance or any other continuous equity transaction that the Company may enter into and (vi) Common Stock, or securities convertible into or exercisable for Common Stock, issued in connection with any PIPE transaction that the Company may enter into. Notwithstanding the foregoing, during each period commencing on the date of each Placement Shares herebyNotice and ending at the close of business on the Settlement Date for the related Placement, the Company shall provide the Distribution Agents notice as promptly as reasonably practicable (and in any event, at least 4 business days) prior to engaging in any activity set forth in (v) and (vi) above.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) third Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the fifth (5th) third 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV the Agent and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who alliances occurring after the date of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred 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 Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV Agent and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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, ending on the date of such suspension or termination); and will not directly or indirectly engage in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreementtransaction; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without During the prior written consent pendency of MLVany 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock Shares; provided, however, that such notice will not be required in connection with the Company’s issuance, grant or Preferred 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 fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the 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” or continuous equity transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares hereby“at-the-market” offering.

Notice of Other Sales. Without the prior written consent of MLVnotice to 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 Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the fifth second (5th2nd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Ordinary Shares, restricted stock units, options to purchase Common Stock or Preferred Ordinary Shares or Common Stock or Preferred Ordinary 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 Stock or Preferred Ordinary 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 Stock or Preferred Ordinary Shares issuable upon conversion 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 MLV the Agent, and (iii) Common Stock or Preferred Ordinary Shares, or securities convertible into or exercisable for Common Stock or Preferred Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited partners, acquisition candidates or other investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Ordinary Shares hereby.

Notice of Other Sales. Without the prior written consent of MLVthe Distribution 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Distribution Agents hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares Shares, RSUs or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or redemption of RSUs, pursuant to any employee or director stock option option, RSU Plan or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Distribution Agents, (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Common Shares herebyhereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV an Agent hereunder and ending on the fifth third (5th3rd) 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, during such period, will not directly or indirectly in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise exercise, vesting, or settlement of options, warrants, restricted stock units, or other equity awards, pursuant to any employee or director stock option option, or benefits plan or other employee compensation plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion or 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 EXXXX or otherwise in writing to MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; (iv) Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (v) Common Stock issuable as a matching contribution under the Placement Shares herebyCompany’s 401(k) or employee stock purchase plan whether now in effect or hereafter implemented. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the Agents, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions and such consent will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares Shares, restricted stock units, performance stock units or Common Stock or Preferred Shares issuable upon the vesting or exercise of options, restricted stock units, or performance stock units pursuant to any employee or director stock option option, or benefits plan, stock share ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion of securities or the exercise or vesting of warrants, options or other rights in effect or outstandingoutstanding or hereafter implemented, and disclosed in filings by the Company available on XXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Subject to the Placement Shares herebyrestrictions and obligations set forth herein, the Company shall otherwise not be restricted from filing, or require the consent of the Agents to file, a registration statement on Form S-8 under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock or Common Stock or Preferred Shares Stock issuable upon the exercise of options, pursuant to any employee or director stock option incentive or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors 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 MLVBRS, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, shares of Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV BRS hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, shares of Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) shares of Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any employee or director stock option option, equity incentive or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and BRS, (iii) shares of Common Stock or Preferred SharesStock, or securities convertible into or exercisable for shares of Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyhereby and (iv) shares of Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability, or require the consent of BRS, to file a registration statement under the Securities Act.

Notice of Other Sales. Without During the prior written consent pendency of MLVany Placement Notice, the Company will notprovide Virtu notice as promptly as reasonably possible (and, in any event, at least three (3) Trading Days) before it, directly or indirectly, offer offers to sell, sellsells, contract contracts to sell, grant grants any option to sell or otherwise dispose disposes of any Preferred Shares Common Stock (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during Stock; and without the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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 written consent of all Placement Shares covered by a Placement NoticeVirtu, the date of such suspension or termination); and Company will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will notice or consent shall not be required in connection with for the Company’s issuance Company to (A) issue and sell Common Stock pursuant to this Agreement; (B) file a registration statement on Form S-8 or sale of (i) issue and sell Common Stock or Preferred Shares, options to purchase securities convertible into or exchangeable for Common Stock pursuant to any long-term incentive plan, employee stock option plan or Preferred Shares stock ownership plan of the Company in effect at the Applicable Time; (C) issue or deliver Common Stock or Preferred Shares issuable upon the conversion, vesting or exercise of optionssecurities (including long-term incentive plan awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment planoptions and warrants) of outstanding at the Company whether now in effect or hereafter implementedApplicable Time; (iiD) issue and sell Common Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; and (E) issue and deliver shares of preferred stock as dividends paid-in-kind with respect to shares of the Placement Shares herebyCompany’s preferred stock outstanding at the Applicable Time. In the event that notice of a proposed sale is provided by the Company pursuant to this Section 7(h), Virtu may (and shall if requested by the Company) suspend activity under this Agreement for such period of time as may be requested by the Company or as may be deemed appropriate by Virtu.

Notice of Other Sales. Without the prior written consent of MLVnotice to 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance issuance, grant or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or other equity awards including restricted stock units, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) ), stock bonus or other stock plan or arrangement of the Company whether now in effect or hereafter implemented; (ii) Common Stock or Preferred Shares issuable upon conversion of securities or the exercise of warrants, options options, restricted stock units or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) any shares of Common Stock issuable upon the Placement Shares herebyexchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding; (v) Common Stock or securities convertible into or exercisable for Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (vi) Common Stock issuable pursuant to any earnouts or contingent consideration, including any earn-out shares issuable in connection with the business combination or “De-SPAC” transaction between Luminar Technologies, Inc. and Gores Xxxxxxxxxxx.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise exercise, vesting or settlement of options, restricted stock units, performance share units or other equity awards, pursuant to any employee or director stock option option, or benefits plan, or other employee compensation plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EDXXX xr otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (v) Common Stock issuable as a matching contribution under the Placement Shares herebyCompany’s 401(k) or employee stock purchase plan whether now in effect or hereafter implemented. Notwithstanding the foregoing provisions, nothing herein will be construed to restrict the Company’s ability, or require the consent of the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe Agent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth third (5th3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will the foregoing obligations shall not be required in connection with apply to (i) the Company’s issuance or sale of (ix) any Common Stock in connection with the Company’s continuous offering of Series B Redeemable Preferred Stock pursuant to that certain prospectus supplement to the Registration Statement dated November 16, 2018, or any upsize or follow-on offering thereto, or (y) any Warrants to purchase Common Stock issued in connection with the issuance or sale of the Series B Redeemable Preferred SharesStock; (ii) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, options or other equity awards pursuant to any employee or director stock option or benefits plan, plan or stock ownership plan or issuances permitted by FINRA; (iii) the issuance or sale of Common Stock pursuant to the Company’s dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; or (iiiv) the issuance of Common Stock or Preferred Shares issuable upon conversion of securities or the exercise of any currently outstanding warrants, options or other rights in effect or outstanding, outstanding and disclosed in filings by the Company available on XXXXX EXXXX. The Agent acknowledges that the term “Common Stock” as used in this Section 7(h) and this Agreement refers solely to the Company’s Class A common stock and not any other equity interest in the Company or otherwise in writing to MLV and (iii) Common Stock the Operating Partnership, including without limitation any other class or Preferred Sharesseries of the Company’s common stock or preferred stock, or securities convertible into any class or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering series of the Placement Shares herebyOperating Partnership’s partnership interests.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s grant, award, issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLVthe Agents, 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV an Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, equity incentive or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe Distribution 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Distribution Agents hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock, other equity awards, or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of other equity awards, pursuant to any employee or director stock option equity incentive or benefits plan, stock ownership or purchase plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Distribution Agents; (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (v) Common Stock to cover withholding taxes payable upon the Placement Shares herebyvesting of equity awards under the Company’s equity incentive plans.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Preferred Shares Stock (other than the Placement Shares Securities offered pursuant to this AgreementAgreement and Preferred Stock offered pursuant to any other agreement to which MLV is party) or securities convertible into or exchangeable for Common Stock or shares of Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) 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” ATM Offering or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common shares of Preferred Stock or Preferred Shares (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or shares of Preferred SharesStock, warrants or any rights to purchase or acquire, Common shares of Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or shares of Preferred SharesStock, options to purchase Common shares of Preferred Stock or shares of Series Preferred Shares or Common Stock or Preferred 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 of Preferred Stock or Preferred 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 of Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or shares of Preferred SharesStock, or securities convertible into or exercisable for Common Stock or shares of Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares shares of Preferred Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock Stock, restricted stock units or Preferred Shares stock awards or Common Stock or Preferred Shares issuable upon the exercise of options, or vesting of restricted stock units pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV the Agent and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVB. Xxxxx Securities, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV B. Xxxxx Securities hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and B. Xxxxx Securities, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyPreferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVX. Xxxxx Securities, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV X. Xxxxx Securities hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Preferred Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 MLV and X. Xxxxx Securities, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyPreferred Stock hereby and (iv) Preferred Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares, units settleable in Common Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or settlement of units, pursuant to any employee or director stock option option, deferred share unit or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Common Shares herebyhereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, in each case for its own account and not in respect of any secondary sales by the Company’s stockholders, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, business combination, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVFBR, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV FBR hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise or vesting of optionsoptions or other equity awards, pursuant to any employee or director stock option or option, equity incentive plan, benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and FBR, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyCommon Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment, commercial transaction or other similar transaction not primarily for equity raising purposes (including any joint venture, strategic alliance or partnership) or in settlement of any litigation.

Notice of Other Sales. Without the prior written consent of MLVNSC, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV NSC hereunder and ending on the 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, ending on the date of such suspension or termination); and will not directly or indirectly engage in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreementtransaction; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV NSC and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "“accredited investors" ” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice or restrictions will not be required in connection with the Company’s issuance issuance, grant or sale of (i) Common Preferred Stock, options or other equity awards to purchase or acquire Preferred Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of other equity awards, including any Preferred Stock sold on behalf of an employee to cover tax withholding obligations, pursuant to any employee or director stock option option, equity incentive or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Preferred Stock or Preferred 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 Preferred Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Preferred Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for Common shares of Preferred Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendorsvendors or customers which are not issued for capital raising purposes, customersand (iv) Preferred Stock or securities convertible into or exchangeable for shares of Preferred Stock as consideration for mergers, acquisitions, sale or purchase of assets, other business combinations or research, collaboration, technology license, development, marketing or other similar agreements or strategic partners partnerships or potential strategic partners who alliances occurring after the date of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLV, the The Company will not, directly without (i) giving Jefferies prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) Jefferies suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Jefferies in light of the proposed sale as provided by Section 4 hereof, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase be settled by delivery of Common Shares or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Common Stock Shares to be offered and sold through Jefferies pursuant to this Agreement or Preferred Shares prior the Alternative Manager pursuant to the termination Alternative Distribution Agreement or pursuant to any terms agreement entered into pursuant to this Agreement or the Alternative Distribution Agreement, (B) any Common Shares issued by the Company upon (x) the exercise of this Agreement; providedan option or warrant or (y) the conversion of a security, howeverin either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Prospectus, that such restrictions will not be required in connection with the Company’s issuance (C) any Common Shares issued or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any Common Stock or Preferred Shares issuable upon the exercise of options, issued pursuant to any non-employee or director stock option or benefits plan, direct stock ownership purchase plan or dividend reinvestment plan referred to in the Prospectus, (but not E) any limited partner interests in LCIF that are issued in exchange for real property or interests therein in the ordinary course of business, or (F) any Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyUnits.

Notice of Other Sales. Without the prior written consent of MLVUnivest, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Series A Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Series A Preferred SharesStock, warrants or any rights to purchase or acquireacquire Series A Preferred Stock, Common or permit the registration under the Securities Act of any shares of Series A Preferred Stock or Preferred (other than the Placement Shares registered pursuant to this Agreement), during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Univest hereunder and ending on the fifth second (5th2nd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common shares of Series A Preferred Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Series A Preferred SharesStock, warrants or any rights to purchase or acquire, Common acquire Series A Preferred Stock or Preferred Shares prior to the termination of this AgreementAgreement 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 or sale of (i) Common Stock or Series A Preferred SharesStock, options to purchase Common Series A Preferred Stock or stock awards or Series A Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of stock awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Series A Preferred Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implementedexisting on the date hereof; and (ii) Common Series A Preferred Stock or Preferred Shares issuable upon conversion of securities or the 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyProspectus.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth third (5th3rd) 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, during such period, will not directly or indirectly in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise exercise, vesting or settlement of options, warrants, restricted stock units, or other equity awards pursuant to any stock option, benefits or other employee or director stock option or benefits compensation plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion or 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 MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock, or securities convertible into or exercisable for Common Stock, in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership) and (v) Common Stock issuable as a matching contribution under the Placement Shares herebyCompany’s 401(k) or employee stock purchase plan whether now in effect or hereafter implemented. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the Agents, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Ordinary Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Ordinary Shares, options to purchase Common Stock or Preferred Ordinary Shares or Common Stock or Preferred Ordinary Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Ordinary 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 Stock or Preferred Ordinary Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV and the Agent, (iii) Common Stock or Preferred Ordinary Shares, or securities convertible into or exercisable for Common Stock or Preferred Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Ordinary Shares herebyhereby and (iv) Ordinary Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without The Company shall provide the prior Agent written consent of MLV, the Company will not, directly or indirectly, offer notice as promptly as practicable before it offers to sell, sellsells, contract contracts to sell, grant grants any option to sell or otherwise dispose disposes of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, acquire Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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 such Placement Notice, the date of such suspension or termination); and the Company will not, without the prior written consent of the Agent (which such consent shall not be unreasonably, withheld, conditioned or delayed), directly or indirectly in any other “at-the-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, acquire Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions set forth above in this Section 7(h) will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares(including restricted stock), options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the vesting of restricted stock or the exercise of optionsoptions or other equity awards, pursuant to any equity-based, incentive, or other benefits plan, employee stock purchase plan, employee or director stock option or benefits compensation plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, and (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Notwithstanding the Placement Shares herebyforegoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares Shares, RSUs or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or redemption of RSUs, pursuant to any employee or director stock option option, RSU Plan or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Common Shares herebyhereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without During the prior written consent pendency of MLVany Placement Notice given hereunder, , the Company will not, directly or indirectly, offer shall provide Xxxxx 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 Preferred Shares shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, acquire Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this AgreementStock; provided, however, that such restrictions will notice shall not be required in connection with the Company’s issuance (i) offer, issuance, grant or sale of (i) Common Stock or Preferred SharesStock, options to purchase shares of Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, options or other equity awards pursuant to any employee or director stock option or benefits equity incentive plan, stock ownership option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of that the Company whether now may adopt from time to time provided the implementation of such is disclosed to Xxxxx in effect or hereafter implemented; advance, (iiiv) Common Stock or Preferred Shares any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to MLV and Xxxxx prior to the date of the applicable Placement Notice. (iiiv) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyshares of Common Stock hereby.1 Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company provide notice of, or obtain prior written consent, to do any of the foregoing.

Notice of Other Sales. Without the prior written consent of MLVFBR, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV FBR hereunder and ending on the 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with apply to the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock or Common Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock issuable upon conversion 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 MLV FBR and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors 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 MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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” or continuous equity transaction offering offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock or Common Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock issuable upon conversion 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 EXXXX or otherwise in writing to MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act 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 MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth third (5th3rd) 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, restricted shares of Common Stock, restricted stock units and other stock-based awards pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and MLV, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock, or securities convertible into or exercisable for Common Stock, issued in connection with acquisitions or mergers, (v) Common Stock, or securities convertible into or exercisable for Common Stock, issued in connection with any settlement of currently outstanding litigation involving the Placement Shares herebyCompany, and (vi) Common Stock, or securities convertible into or exercisable for Common Stock, in a registered underwritten public offering or registered direct offering. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of MLV, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of MLVAgent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth first (5th1st) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Agent hereunder and ending on the fifth first (5th1st) 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” or similar continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the the termination of this Agreement; provided, however, that such restrictions under this Section 7(h) will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 EXXXX or otherwise in writing to MLV the Agent and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who alliances occurring after the dates of this Agreement which are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of MLVXxxxxxxxxx, during the term of the Agreement, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV Xxxxxxxxxx hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred 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 Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV Xxxxxxxxxx, and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares Common Stock hereby.

Notice of Other Sales. Without the prior written consent of MLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the 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-marketat the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with apply to the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock or Common Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock 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 Stock or Preferred Shares Stock issuable upon conversion 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 MLV and (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, consultants, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors 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 MLVthe 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 Preferred Depositary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Depositary Shares, Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agent hereunder and ending on the fifth third (5th3rd) 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Depositary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Depositary Shares, Preferred SharesStock, warrants or any rights to purchase or acquire, Common Preferred Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred Sharescapital stock, options to purchase Common Stock or Preferred Shares or Common Stock or Preferred Shares issuable upon the exercise of options, pursuant to any employee or director stock option option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred Shares capital stock 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 Stock or Preferred Shares capital stock issuable upon conversion 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 MLV and the Agent, (iii) Common Stock or Preferred Sharescapital stock, or securities convertible into or exercisable for Common Stock or Preferred Sharescapital stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares herebycapital stock hereby and (iv) capital stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of MLVthe 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 Preferred Shares Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV the Agents hereunder and ending on the fifth (5th) third 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-at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 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 Preferred SharesStock, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required apply in connection with the Company’s issuance or sale of (i) Common Stock or Preferred SharesStock, options to purchase Common Stock or Preferred Shares Stock, equity awards granted under the Company’s incentive plans or Common Stock or Preferred Shares issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any employee or director stock option incentive plan, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion or exchange 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 EXXXX or otherwise in writing to MLV and the Agents, (iii) Common Stock or Preferred SharesStock, or securities convertible into or exercisable for Common Stock or Preferred SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, (iv) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership), and (v) Common Stock issued by the Placement Shares herebyCompany in satisfaction of earn-out arrangements disclosed in the Company’s reports filed with the Commission.

Notice of Other Sales. Without the prior written consent of MLV, the The Company will not, directly without (i) giving KeyBanc prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) KeyBanc suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by KeyBanc in light of the proposed sale as provided by Section 4 hereof, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase be settled by delivery of Common Shares or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Common Stock Shares to be offered and sold through KeyBanc pursuant to this Agreement or Preferred Shares prior the Alternative Manager pursuant to the termination Alternative Distribution Agreement or pursuant to any terms agreement entered into pursuant to this Agreement or the Alternative Distribution Agreement, (B) any Common Shares issued by the Company upon (x) the exercise of this Agreement; providedan option or warrant or (y) the conversion of a security, howeverin either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Prospectus, that such restrictions will not be required in connection with the Company’s issuance (C) any Common Shares issued or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any Common Stock or Preferred Shares issuable upon the exercise of options, issued pursuant to any non-employee or director stock option or benefits plan, direct stock ownership purchase plan or dividend reinvestment plan referred to in the Prospectus, (but not E) any limited partner interests in LCIF that are issued in exchange for real property or interests therein in the ordinary course of business, or (F) any Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares herebyUnits.

Notice of Other Sales. Without the prior written consent of MLV, the The Company will not, directly without (i) giving Jefferies prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) Jefferies suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Jefferies in light of the proposed sale as provided by Section 4 hereof, offer (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option to sell option, right or warrant for the sale of, lend or otherwise transfer or dispose of of, directly or indirectly, any Preferred Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants or file any rights to purchase or acquire, Common Stock or Preferred Shares during registration statement under the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice (or, if any of 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” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act, a registration statement on Form S-8 or post-effective amendment to this Agreementthe Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Shares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock or Preferred Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase be settled by delivery of Common Shares or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Common Stock Shares to be offered and sold through Jefferies pursuant to this Agreement or Preferred Shares prior the Alternative Manager pursuant to the termination Alternative Distribution Agreement or pursuant to any terms agreement entered into pursuant to this Agreement or the Alternative Distribution Agreement, (B) any Common Shares issued by the Company upon (x) the exercise of this Agreement; providedan option or warrant or (y) the conversion of a security, howeverin either case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Prospectus, that such restrictions will not be required in connection with the Company’s issuance (C) any Common Shares issued or sale of (i) Common Stock or Preferred Shares, options to purchase Common Stock or Preferred Shares or granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any Common Stock or Preferred Shares issuable upon the exercise of options, issued pursuant to any non-employee or director stock option or benefits plan, direct stock ownership purchase plan or dividend reinvestment plan referred to in the Prospectus, (but not E) any limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business, (F) any Common Stock or Preferred 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 Stock or Preferred Shares issuable upon conversion 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 MLV and (iii) Common Stock or Preferred Shares, or securities convertible into or exercisable for Common Stock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are "accredited investors" within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) OP Units or (a)(8G) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering any Common Shares issuable upon conversion of the Placement Shares herebyCompany’s 6.00% Convertible Guaranteed Notes due 2030.