Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this AgreementAgreement or the Alternative Sales Agreements) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentDistribution Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Distribution Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentDistribution Agents, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentBRFBR, 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 Shares Notes (other than the Placement Shares Notes offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesNotes, warrants or any rights to purchase or acquire, Common Shares Notes during the period beginning on the date on which any Placement Notice is delivered to the Agent BRFBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Notes sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Notes 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 Shares Notes (other than the Placement Shares Notes offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesNotes, warrants or any rights to purchase or acquire, Common Shares Notes prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common SharesNotes, or securities convertible into or exercisable for Common SharesNotes, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Placement Notes hereby and (iv) Common Shares Notes 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 the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this AgreementAgreement or the Alternative Sales Agreements) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the second Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) fifth 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 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of of: (i1) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, options or restricted stock units granted pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; (ii2) Common Shares Stock issuable upon conversion of securities or in respect of dividends accruing thereon 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 the Agent, ; and (iii3) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, as consideration for mergers, acquisitions, other business combinations, licensing agreements or strategic alliances, or offered and sold in a privately negotiated transaction to vendors, customers, or strategic partners or potential strategic partners or other investors and otherwise 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares securities (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Sharessecurities, warrants or any rights to purchase or acquire, Common Shares securities during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Securities sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Securities covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares securities (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Sharessecurities, warrants or any rights to purchase or acquire, Common Shares securities prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Sharessecurities, or securities convertible into or exercisable for Common Sharessecurities, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Placement Securities hereby and (iv) Common Shares securities 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this AgreementAgreement and the private placement of Common Stock and warrants previously disclosed to the Agent) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final corresponding 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits or incentive plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentDistribution Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Distribution Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentDistribution Agents, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, ending on the date of such suspension or termination); and will not directly or indirectly 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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, including the ITUS Corporation 2010 Share Incentive Plan; (ii) Common 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits planplan or agreement, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of notice to the Designated Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the third (3rd) fifth 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 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of of: (i1) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; (ii2) Common Shares Stock issuable upon conversion of securities or in respect of dividends accruing thereon 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 the Agent, Agents; and (iii3) Common SharesStock, or securities convertible into or exercisable for Common 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 other investors (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 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Distribution 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Distribution Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Distribution Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares Stock, or securities convertible into or exercisable for Common Stock, offered 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 the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the The Company will not, directly without (i) giving Xxxxx Fargo Securities 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) Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Xxxxx Fargo Securities 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 Common Shares (other than the Placement Shares offered pursuant to this Agreement) Stock or securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 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 SharesStock, 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 Stock or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (x) the Common Shares prior Stock to the termination of be offered and sold through Xxxxx Fargo Securities pursuant to this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (iy) Common Shares, options to purchase Common Shares or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its Company dividend reinvestment plan, as amended or replaced from time to time and (z) equity incentive awards approved by the Board of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities Directors or the exercise of warrants, options compensation committee thereof or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering issuance 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)Stock upon exercise thereof.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits planplan or agreement, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any share stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock 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 EXXXX or otherwise in writing to the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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, or Common Stock issued upon the vesting or exercise of any such equity awards; (ii) Common Shares Stock issuable upon exchange or 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 the AgentAgents, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, lenders, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares Stock or securities convertible into or exercisable for Common Stock, offered 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 the AgentDistribution Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Distribution Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentDistribution Agents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Distribution 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, acquire Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Distribution Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, acquire Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock (whether restricted or unrestricted), restricted stock units, options to purchase Common Shares or Stock, Common Shares Stock issuable upon the exercise of optionsoptions or restricted stock units, or any other types of stock-based awards pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect and described in the Registration Statement or hereafter implemented; (ii) Common 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 the Distribution Agent, ; and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction described in Rule 415 under the Securities Act, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentDistribution Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Distribution Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the "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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s 's issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentDistribution Agents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the The Company will not, directly without (i) giving Xxxxx Fargo Securities 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) Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Xxxxx Fargo Securities 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 Common Shares (other than the Placement Shares offered pursuant to this Agreement) Stock or securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 Shares foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or post-effective amendment to the Placement Shares offered pursuant to this AgreementRegistration 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 SharesStock, 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 Stock or acquiresuch other securities, in cash or otherwise. The foregoing sentence shall not apply to (x) the Common Shares prior Stock to the termination of be offered and sold through Xxxxx Fargo Securities pursuant to this Agreement; provided, however, that such restrictions will not apply in connection with (y) Common Stock issuable pursuant to the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan as it may be amended or replaced from time to time and (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment planz) equity incentive awards approved by the Board of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities Directors or the exercise of warrants, options compensation committee thereof or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering issuance 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)Stock upon exercise thereof.

Notice of Other Sales. Without the prior written consent of MLV, during the Agentterm 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions notice will not apply be required in connection with (i) the Company’s issuance issuance, grant or sale of (i) Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options, options or other equity awards pursuant to any share stock option, stock bonus or benefits plan, share ownership other stock plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits arrangement described in its dividend reinvestment plan) of the Company whether now in effect or hereafter implementedProspectus; (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets; (iii) the issuance or sale of Common Shares Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to the Agent in advance; (iv) the issuance or sale of 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 disclosed in filings by ; or (v) the Company available on XXXXX issuance or otherwise in writing to the Agent, (iii) sale of shares of Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other investors lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares in connection not for capital raising purposes. For avoidance of doubt, nothing herein shall be construed as restricting the Company’s ability, or requiring the Company to provide notice to the Agent, to file a registration statement with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership)the Commission.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesPreferred Stock, options to purchase Common Shares Preferred Stock or Common Shares Preferred Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares Preferred 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 Shares Preferred 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 the Agent, (iii) Common SharesPreferred Stock, or securities convertible into or exercisable for Common SharesPreferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Preferred Stock hereby and (iv) Common Shares 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 the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or stock awards or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of stock awards, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, FBR and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 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 Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during During the period beginning on the date on which any Placement Notice is delivered to the a Designated Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Securities sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Securities covered by a Placement Notice, the date of such suspension or termination); ) the Partnership (A) shall provide the Designated Agent written notice as promptly as reasonably possible (and, in any event, no less than three (3) Trading Days) before the Partnership, directly or indirectly, offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Units (other than the Placement Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Units, warrants or any rights to purchase or acquire Common Units and (B) will not not, without giving the Designated Agent at least three business days’ notice, directly or indirectly in any other “at the market” market or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Units (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Sharesd Units, warrants or any rights to purchase or acquire, acquire Common Shares Units prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance Partnership may, without notice to the Designated Agent, (A) issue restricted stock units or sale of (i) Common Sharesstock awards, options to purchase Common Shares or Common Shares issuable upon the exercise of options, options or the exercise or vesting of other equity awards pursuant to any share stock option, stock bonus or benefits plan, share ownership other stock or compensatory plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) arrangement of the Company whether now described in effect or hereafter implementedthe Prospectus; (iiB) issue or deliver Common Shares Units issuable upon the conversion, vesting or exercise of securities (including long-term incentive plan awards, options and warrants) outstanding at the Applicable Time; (C) issue or sell securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus; (D) issue or sell Common Units upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company Partnership available on XXXXX XXXXX; (E) issue or otherwise in writing sell securities pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company may adopt from time to time, provided that notice of such implementation is provided to the Agent, Designated Agent in a timely manner; and (iiiF) issue and sell Common SharesUnits, or securities convertible into or exercisable for Common SharesUnits, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby Units hereby. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 7(h), the Designated Agent may (and (ivshall if requested by the Partnership) Common Shares in connection with any acquisition, strategic investment suspend activity under this Agreement for such period of time as may be requested by the Partnership or other similar transaction (including any joint venture, strategic alliance or partnership)as may be deemed appropriate by the Designated Agent.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock, restricted stock units or other equity awards, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsof, currently outstanding warrants or other convertible securities described in the Prospectus, or options or other equity awards issued at any time pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and and, during such period, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise exercise, vesting or settlement of options, equity awards issued pursuant to any share option, equity compensation or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock issuable upon conversion of securities or the exercise exercise, vesting or 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and Stock hereby; (iv) Common Shares Stock offered and sold in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership); and (v) Common Stock offered and sold in connection with any employee stock purchase plan of the Company whether now in effect or hereafter implemented.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without From the prior written consent time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the Agentcorresponding Acceptance, if applicable), the Company will not, directly without (i) giving Xxxxx prior written notice as soon as reasonably practicable but in no event less than one (1) business day specifying the nature of the proposed sale and the date of such proposed sale and (ii) Xxxxx suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Xxxxx 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 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 Shares, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 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 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 (w) the Common Shares to be offered and sold through Xxxxx or any rights Alternative Placement Agent pursuant to purchase this Agreement or acquireany Alternative Distribution Agreement, (x) Common Shares prior issuable pursuant to the termination Company’s dividend reinvestment plan as it may be amended or replaced from time to time, (y) equity incentive awards approved by the Company’s board of this Agreement; provided, however, that such restrictions will not apply trustees or the compensation committee thereof or the issuance of Common Shares upon exercise thereof and (z) the issuance of Securities in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)OP Units.

Notice of Other Sales. Without the prior written consent of the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, ending on the date of such suspension or termination); and will not directly or indirectly 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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, including the ITUS Corporation 2010 Share Incentive Plan; (ii) Common 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 the AgentFBR, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, performance stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares shares of stock of the Company (other than (a) the Placement Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares offered pursuant to the provisions of the At Market Sales Agreement dated as of June 22, 2009, by and between the Company and MLV, At Market Sales Agreement dated as of September 14, 2009, as amended, and At Market Sales Agreement dated as of January 4, 2010, as amended, by and between the Company and Xx Xxxxx & Co.(collectively, the “Prior Sales Agreements”)) or securities convertible into or exchangeable for Common Sharesstock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock of the Company during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third fifth (3rd5th) 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 Shares shares of stock of the Company (other than (a) the Placement Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares offered pursuant to the provisions of the Prior Sales Agreements) or securities convertible into or exchangeable for Common Sharesstock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock of the Company prior to the later of the termination of this AgreementAgreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase shares of Common Shares Stock or other awards relating to Common Stock or Common Shares Stock issuable upon the exercise of optionsoptions or pursuant to such other awards, pursuant to any share employee or director stock option, incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; , and (ii) Common 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 the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)MLV.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; implemented or Common Stock issued upon the vesting or exercise of any such equity awards, (ii) Common 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby Stock hereby; and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership)Stock issued under the Company’s 401(k) plan.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Common 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 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 the AgentFBR, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentBRS, 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 Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during the period beginning on the date on which any Placement Notice is delivered to the Agent BRS hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “"at the market” " or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s 's issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Placement 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). 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 the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock sold pursuant to that certain Standby Equity Underwriting Agreement, between the Company and the Agent, and (iv) Common Stock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance issuance, grant, or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; , and (ii) Common 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 the Agent, and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for shares of Common Shares, offered and sold Stock issued in a privately negotiated transaction transactions to vendors, customers, customers or other commercial or strategic partners or potential commercial or strategic partners partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other investors transactions conducted in a manner so as not to be integrated with the offering Common Stock offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agent 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)filing thereof.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, howeverhowever , that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesPreferred Stock, options to purchase Common Shares Preferred Stock or Common Shares Preferred Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares Preferred 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 Shares Preferred 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 the Agent, (iii) Common SharesPreferred Stock, or securities convertible into or exercisable for Common SharesPreferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Preferred Stock hereby and (iv) Common Shares 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 the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share optionequity incentive plan, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, MLV; (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby Stock hereby; and (iv) any other offering of Common Shares in connection with any acquisitionStock pursuant to the Registration Statement that is not an “at-the-market” or continuous equity transaction, strategic investment or other similar transaction provided that the Company has given MLV five (including any joint venture, strategic alliance or partnership)5) prior Trading Days’ written notice thereof.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock, RSUs or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of RSUs, pursuant to any share option, employee or director equity compensation or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s 's issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan, equity incentive plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any share stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 notice to the AgentAgents, the Company will not, (A) directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third second (3rd2nd) 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 (B) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance issuance, grant or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, or the vesting of any of the foregoing, pursuant to any share option, stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock issuable upon conversion of securities or the exercise of warrants, options options, convertible notes or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for shares of Common Shares, offered and sold Stock issued in a privately negotiated transaction transactions to vendors, customers, customers or other commercial or strategic partners or potential commercial or strategic partners partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other investors transactions conducted in a manner so as not to be integrated with the offering Common Stock offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agents 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)filing thereof.

Notice of Other Sales. Without the prior written consent of the AgentAgent (not to be unreasonably withheld), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during at any time that sales of the period beginning on Shares have been made but not settled or at any time the date on which Company has outstanding with Agent any Placement Notice is delivered instructions to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement sell Shares sold pursuant to but such Placement Notice instructions have not been fulfilled, suspended or cancelled (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the later of the termination of this AgreementAgreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director share option, option or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; , (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Common Shares, or securities convertible Shares pursuant to an “equity line of credit” facility substantially similar to those entered into or exercisable for Common Shares, offered and sold by the Company in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)past.

Notice of Other Sales. Without the prior written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any share stock option, equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock 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 EXXXX or otherwise in writing to the AgentAgents, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentFBR, 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 Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesPreferred Stock, warrants or any rights to purchase or acquire, Common Shares Preferred Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesPreferred Stock, options to purchase Common Shares Preferred Stock or Common Shares Preferred Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares Preferred 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 Shares Preferred 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 the AgentFBR, (iii) Common SharesPreferred Stock, or securities convertible into or exercisable for Common SharesPreferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Preferred Stock hereby and (iv) Common Shares 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 the notice to Agent, the Company will not, on its own behalf, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with 20 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock issuable upon conversion of securities or the exercise of warrants, options options, convertible notes or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for shares of Common Shares, offered and sold Stock issued in a privately negotiated transaction transactions to vendors, customers, customers or other commercial or strategic partners or potential commercial or strategic partners partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other investors transactions conducted in a manner so as not to be integrated with the offering Common Stock offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agent 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)filing thereof.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares securities (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Sharessecurities, warrants or any rights to purchase or acquire, Common Shares securities during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Securities sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Securities covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares securities (other than the Placement Shares Securities offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Sharessecurities, warrants or any rights to purchase or acquire, Common Shares securities prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Sharessecurities, or securities convertible into or exercisable for Common Sharessecurities, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and Placement Securities hereby, (ivii) Common Shares securities in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership), (iii) issue securities or options to purchase securities, or issue securities upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement or the Prospectus (including all Incorporated Documents) and (iv) issue securities pursuant to the conversion or exchange of securities or the exercise of options or warrants (including net exercise), which securities, options, or warrants are outstanding on the date hereof and described in the Registration Statement or the Prospectus (including all Incorporated Documents). For the avoidance of doubt, nothing in this Agreement, including this Section 7(h) shall in any way limit or restrict the Company’s ability to redeem its outstanding shares of Series B Convertible Participating Perpetual Preferred Stock or buy-back securities in the open market. Pursuant to Section 4(i) of that certain Underwriting Agreement by and between the Company and the Placement Agent, as representative, dated as of June 24, 2021, the Placement Agent hereby consents to the offering and sale of the Placement Securities pursuant to this Agreement.

Notice of Other Sales. Without During each period commencing on the prior written consent date of each Placement Notice and ending after the Agentclose of business on the Settlement Date for the related transaction, the Company will not, directly or indirectlywithout (i) giving BAML at least three (3) Business Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) BAML suspending activity under this program for such period of time as requested by the Company, 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 option, right or warrant to sell purchase, or lend or otherwise transfer or dispose of of, directly or indirectly, any 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 Shares, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 Shares foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Placement Shares offered pursuant to this AgreementRegistration 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 Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase or acquire, be settled by delivery of Common Shares prior to the termination of this Agreement; providedor such other securities, however, that such restrictions will in cash or otherwise. The foregoing sentence shall not apply to (w) the Common Shares to be offered and sold through BAML pursuant to this Agreement or the Common Shares to be offered and sold through any Alternative Placement Agent pursuant to their respective Alternative Distribution Agreements, (x) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (y) Common Shares issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) the issuance, grant or sale of any equity incentive awards approved by the Board of Trustees or the compensation committee thereof or the issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction thereof (including any joint venture, strategic alliance or partnershipupon redemption of OP Units).

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock, restricted stock units or Common Shares Stock issuable upon the vesting or exercise of restricted stock units or options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the vesting of restricted stock units or the exercise of options, pursuant to any share optionequity, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentFBR, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 notice to the Designated Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the third (3rd) fifth 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 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of of: (i1) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; (ii2) Common Shares Stock issuable upon conversion of securities or in respect of dividends accruing thereon 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 the Agent, Agents; and (iii3) Common SharesStock, or securities convertible into or exercisable for Common 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 other investors (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 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during During the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at , the market” or continuous equity transaction offer Company shall provide the Agent notice as promptly as reasonably possible before it offers to sell, sellsells, contract contracts to sell, grant grants any option to sell or otherwise dispose disposes of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; Agreement; provided, however, that such restrictions will notice shall not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise exercise, vesting, or settlement of options, warrants, restricted stock units, or other equity awards, pursuant to any share optionequity incentive plan, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; implemented; (ii) Common 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, other equity awards or purchase rights, pursuant to any share option, employee or benefits director equity incentive or employee stock purchase plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, consultants, service providers, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without From the prior written consent time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the Agentcorresponding 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, directly or indirectly, any shares of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) Stock or securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 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 SharesStock, warrants whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (w) any shares of Common Stock to be offered and sold through KeyBanc Capital Markets or any rights Alternative Placement Agent pursuant to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, howeverany Alternative Distribution Agreement or any terms agreement, that such restrictions will not apply (x) Common Stock issuable pursuant to any dividend reinvestment plan of the Company as it may be amended or replaced from time to time, 26 (y) equity incentive awards approved by the board of directors of the Company 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 Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Units.

Notice of Other Sales. Without the prior written consent of the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, restricted shares of Common Stock, restricted stock units and other stock-based awards pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentFBR, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and Stock hereby, (iv) Common Shares 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 acquisitionsettlement of currently outstanding litigation involving the Company, strategic investment and (vi) Common Stock, or other similar transaction (including any joint venturesecurities convertible into or exercisable for Common Stock, strategic alliance in a registered underwritten public offering or partnership)registered direct offering. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of FBR, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of the notice to Agent, the Company will not, on its own behalf, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock issuable upon conversion of securities or the exercise of warrants, options options, convertible notes or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agent and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for shares of Common Shares, offered and sold Stock issued in a privately negotiated transaction transactions to vendors, customers, customers or other commercial or strategic partners or potential commercial or strategic partners partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other investors transactions conducted in a manner so as not to be integrated with the offering Common Stock offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agent 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)filing thereof.

Notice of Other Sales. Without From the prior written consent time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the Agentcorresponding Acceptance, if applicable), the Company will not, directly without (i) giving JMP Securities 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) JMP Securities suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by JMP Securities 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 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 Shares, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 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 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 JMP Securities or any rights Alternative Placement Agent pursuant to purchase this Agreement or acquireany Alternative Distribution Agreement, (w) Common 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 apply (y) the issuance of Securities in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby OP Units and (ivz) Common Shares the issuance of OP Units in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership)the acquisition of additional properties.

Notice of Other Sales. Without the prior written consent of the AgentBRS, 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 Shares Notes (other than the Placement Shares Notes offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesNotes, warrants or any rights to purchase or acquire, Common Shares Notes during the period beginning on the date on which any Placement Notice is delivered to the Agent BRS hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares Notes sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Notes 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 Shares Notes (other than the Placement Shares Notes offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesNotes, warrants or any rights to purchase or acquire, Common Shares Notes prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common SharesNotes, or securities convertible into or exercisable for Common SharesNotes, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Placement Notes hereby and (iv) Common Shares Notes 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. i.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or the settlement of restricted stock units, pursuant to any share option, employee or director equity incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstandingoutstanding or the settlement of restricted stock units, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase or other equity awards for Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits planplan or agreement, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance issuance, grant, or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; , and (ii) Common 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 the Agent, and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for shares of Common Shares, offered and sold Stock issued in a privately negotiated transaction transactions to vendors, customers, customers or other commercial or strategic partners or potential commercial or strategic partners partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other investors transactions conducted in a manner so as not to be integrated with the offering Common Stock offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agent 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)filing thereof.

Notice of Other Sales. Without the prior written consent of the notice 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentFBR, 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent FBR hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits planplan or agreement, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentFBR, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of restricted stock units, pursuant to any share option, stock option or benefits plan, share equity incentive plan, stock ownership plan or dividend reinvestment plan of the Company (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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). 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 At any time that sales of the AgentUnits have been made but not settled or at any time the Partnership has outstanding with a Manager any instructions to sell the Units, but such instructions have not been fulfilled or cancelled, the Company Partnership will not, directly without (i) giving the Managers at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Managers suspending activity under this program for such period of time as requested by the Partnership or indirectlyas deemed appropriate by the Managers 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 Common Shares (other than the Placement Shares offered pursuant to this Agreement) Units or securities convertible into or exchangeable or exercisable for or repayable with Common SharesUnits, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 Shares foregoing (other than a shelf registration statement under Rule 415 under the Placement Shares offered pursuant Securities Act Regulations, 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 Units, or any securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for or repayable with Common SharesUnits, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (x) the Common Units to be offered and sold in a privately negotiated transaction through any Manager pursuant to vendorsthis Agreement, customers, strategic partners (y) equity incentive awards approved by the Board of Directors or potential strategic partners the compensation committee thereof or the issuance of Common Units upon vesting thereof and (z) Common Units or other investors conducted in a manner so equity securities convertible or exchangeable into Common Units issued as not to be integrated with payment of any part of the offering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, strategic investment purchase price for businesses that are acquired by the Partnership or other similar transaction (including any joint venture, strategic alliance or partnership)its subsidiaries.

Notice of Other Sales. Without the prior written consent of notice to the Designated Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to the Designated Agent hereunder and ending on the third (3rd) fifth 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 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of of: (i1) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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; (ii2) Common Shares Stock issuable upon conversion of securities or in respect of dividends accruing thereon or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, Agents; and (iii3) Common SharesStock, or securities convertible into or exercisable for Common 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 other investors (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 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agentnotice to 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock, restricted stock awards or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share option, employee or director stock incentive or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Distribution 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Distribution Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Distribution Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of restricted stock units, pursuant to any share stock option, or benefits plan, share stock ownership plan, equity compensation plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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).

Notice of Other Sales. Without the prior written consent of the AgentMLV, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent MLV hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share employee or director stock option, restricted stockawards or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentMLV, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby hereby, (iv) certain commitment shares that may be issuable to YA II pursuant to the SEDA and (ivv) 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares Plan Securities or Common Shares issuable upon the exercise of options, Stock pursuant to any share option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares 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 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction similar to the transactions contemplated by this Agreement involving an offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or restricted stock units or stock awards or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of restricted stock units, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, or (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering shares of Common Shares hereby and (iv) Common Shares in connection with any acquisitionStock as consideration for mergers, acquisitions, other business combinations or strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership)alliances occurring after the date of this Agreement which are not issued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of notice to the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the an Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, restricted stock units, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentAgents, and (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners partners, acquisition candidates or 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)Stock hereby.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “"at the market” " or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s 's issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of equity awards, pursuant to any share stock option, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares Stock, or securities convertible into or exercisable for Common Stock, offered 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 the AgentAgent (not to be unreasonably withheld 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common 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 the Agent hereunder and ending on the third fifth (3rd5th) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the later of the termination of this AgreementAgreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock, restricted stock units or stock awards or Common Shares Stock issuable upon the exercise of optionsoptions or vesting of restricted stock units, pursuant to any share option, employee or director stock option or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, Agent and (iii) Common Shares, Stock or securities convertible into or exercisable exchangeable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering shares of Common Shares hereby and (iv) Common Shares in connection with any acquisitionStock as consideration for mergers, acquisitions, other business combinations or strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership)alliances occurring after the date of this Agreement which are not issued for capital raising purposes.

Notice of Other Sales. Without During each period commencing on the prior written consent date of each Placement Notice and ending after the Agentclose of business on the Settlement Date for the related transaction, the Company will not, directly or indirectlywithout (i) giving RBC at least three (3) Business Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) RBC suspending activity under this program for such period of time as requested by the Company, 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 option, right or warrant to sell purchase, or lend or otherwise transfer or dispose of of, directly or indirectly, any 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 Shares, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 Shares foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Placement Shares offered pursuant to this AgreementRegistration 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 Shares, warrants whether any such swap or any rights transaction described in clause (A) or (B) above is to purchase or acquire, be settled by delivery of Common Shares prior to the termination of this Agreement; providedor such other securities, however, that such restrictions will in cash or otherwise. The foregoing sentence shall not apply to (w) the Common Shares to be offered and sold through RBC pursuant to this Agreement or the Common Shares to be offered and sold through any Alternative Placement Agent pursuant to their respective Alternative Distribution Agreements, (x) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (y) Common Shares issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) the issuance, grant or sale of any equity incentive awards approved by the Board of Trustees or the compensation committee thereof or the issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction thereof (including any joint venture, strategic alliance or partnershipupon redemption of OP Units).

Notice of Other Sales. Without From the prior written consent time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the Agentcorresponding Acceptance, if applicable), the Company will not, directly without (i) giving Xxxxx Fargo Securities 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) Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or indirectlyas deemed appropriate by Xxxxx Fargo Securities 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, directly or indirectly, any shares of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) Stock or securities convertible into or exchangeable or exercisable for or repayable with Common SharesStock, warrants or file any rights to purchase or acquire, Common Shares during registration statement under the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) 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 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 SharesStock, warrants whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (w) any shares of Common Stock to be offered and sold through Xxxxx Fargo Securities or any rights Alternative Placement Agent pursuant to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, howeverany Alternative Distribution Agreement or any terms agreement, that such restrictions will not apply (x) Common Stock issuable pursuant to any dividend reinvestment plan of the Company as it may be amended or replaced from time to time, (y) equity incentive awards approved by the board of directors of the Company 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 Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any share option, or benefits plan, share ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common 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)Units.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third second (3rd2nd) 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 Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply be required in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of optionsoptions or other equity awards, pursuant to any share optionequity incentive plan, or benefits plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the Agent, ; (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby Stock hereby; and (iv) any other offering of Common Shares in connection with any acquisitionStock pursuant to the Registration Statement that is not an “at-the-market” or continuous equity transaction, strategic investment or other similar transaction provided that the Company has given the Agent five (including any joint venture, strategic alliance or partnership)5) prior Trading Days’ written notice thereof.

Notice of Other Sales. Without the prior written consent of the AgentSales 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 Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent Sales Agents hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common SharesStock, warrants or any rights to purchase or acquire, Common Shares Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options, pursuant to any share stock option, or benefits or incentive plan, share stock ownership plan or dividend reinvestment plan (but not Common 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 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 the AgentSales Agents, (iii) Common SharesStock, or securities convertible into or exercisable for Common SharesStock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares Stock hereby and (iv) Common Shares Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).