Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. Without the prior written consent of Leerink Partners, the Company shall not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners hereunder and ending on the fifth 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); provided, that such restrictions shall not be required in connection with (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockStock or Preferred Shares, warrants or any rights to purchase or acquire acquire, Common Stock or Preferred Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Shares, warrants or any rights to purchase or acquire, Common Stock or Preferred Shares prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)or Preferred Shares, options to purchase shares of Common Stock or Preferred Shares or Common Stock, restricted stock units Stock or other equity awards Preferred Shares issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock or Preferred Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock or Preferred Shares 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 the Company available on XXXXX or otherwise in writing to MLV and (viii) the issuance of any shares of Common StockStock or Preferred Shares, or securities convertible into or exercisable for Common StockStock or Preferred Shares, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partnerspartners 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), licensors(a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 the restrictions shall set forth in this subsection 7(h) will not be required in connection with apply to the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agents, (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchanges for Common Stock, offered and sold Stock in a privately negotiated transaction transactions to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated Common Stock hereby; provided, however, that the aggregate number of and (iv) Common Stock, Stock or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% shares of the total outstanding Common Stock immediately following such issuance. Notwithstanding as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners date of the filing of, a registration statement under the Securities Actthis Agreement which are not issued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Preferred Stock (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable or exercisable for Common Preferred Stock, warrants or any rights to purchase or acquire Common Preferred Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Stock (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Preferred Stock, warrants or any rights to purchase or acquire Preferred Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Preferred Stock), options to purchase shares of Common Preferred Stock or Common Stock, restricted stock units or other equity awards Preferred Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Preferred 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 the Company available on XXXXX or otherwise in writing to Agent and (viii) the issuance of any shares of Common Preferred Stock, or securities convertible into or exercisable for Common Preferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, investorsconsultants, strategic partners or potential strategic partnerspartners 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), licensors(a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink PartnersXx Xxxxx, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Xx Xxxxx hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause Xx Xxxxx and (viii) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed issued or sold to restrict the Company’s ability to file, Xxxx Xxxx or require the Company to provide notice Leerink Partners any of the filing of, a registration statement under the Securities Acthis affiliates.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such restrictions shall will not be required in connection with (i) the offer, Company’s issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (iii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any the Company’s dividend reinvestment plan that the Company may adopt, (but not Common Stock subject to a waiver to exceed plan limits in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners dividend reinvestment plan) whether now in advance, effect or hereafter implemented; (ivii) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners who are qualified institutional buyers or persons that are “accredited investors” within the meaning of such term under Rule 501 of the Securities Act Regulations conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement or other than with respect to the Alternate Sales Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActAgent.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock Ordinary Shares or Common Stock, restricted stock units or other equity awards Ordinary Shares issuable upon the exercise of options or other equity awards compensatory share awards, pursuant to any equity incentiveemployee, director or similar stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable exchangeable for Common Stockshares of Ordinary Shares as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customers, investorsother business combinations, strategic partners alliances, collaborations, partnerships, joint ventures or potential strategic partners, licensors, and otherwise conducted in a manner so as similar transactions occurring after the date of this Agreement which are not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable issued primarily for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); termination); provided, however, that such restrictions shall will not be required in connection with (i) the offer, Company’s issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (iii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any the Company’s dividend reinvestment plan that the Company may adopt, (but not Common Stock subject to a waiver to exceed plan limits in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners dividend reinvestment plan) whether now in advance, effect or hereafter implemented; (ivii) the issuance 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners who are qualified institutional buyers or persons that are “accredited investors” within the meaning of such term under Rule 501 of the Securities Act Regulations conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without the prior written consent of Leerink PartnersXx Xxxxx, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Xx Xxxxx hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActXx Xxxxx.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares Ordinary Shares or Ordinary Shares issuable upon the exercise of Common Stock options, or Common Stock, pursuant to restricted stock units or other equity stock awards issuable upon the exercise of options under any employee, consultant or other equity awards pursuant to any equity incentivedirector stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth 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 third (3rd) Trading Day immediately following the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentive, stock option, or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisionshereby and (iv) Common Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s ability to filestrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the twentieth (20th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units other securities or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchangeexercise or settlement of options or other securities, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common 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) securities convertible into or exchangeable for Common Stock, or warrants or any rights to purchase or acquire Common Stock, or Common Stock issuable upon conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent, and (viii) the issuance of any shares of Common StockStock of the Company issued upon the exercise of warrants outstanding as of the date of this Agreement, and (iv) Common Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances, or offered and sold in a privately negotiated transaction transactions to vendors, customerslenders, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as occurring after the date of this Agreement which are not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable issued primarily for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without Other than Permitted Private Placements, the Trust will not, without the prior written consent of Leerink Partners, the Company shall notAgents, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Units (other than the Placement Shares Units offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockUnits, warrants or any rights to purchase or acquire Common Stock acquire, Units during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares Units sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Units 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 Units (other than the Placement Units offered pursuant to this Agreement) or securities convertible into or exchangeable for Units, warrants or any rights to purchase or acquire, Units prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Units sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Trust’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Units, options to purchase shares of Common Stock Units or Common Stock, restricted stock units or other equity awards Units issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Units subject to a waiver to exceed plan limits in respect of any such dividend reinvestment plan) of the ProspectusTrust whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Units 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 the Trust available on SEDAR+ or otherwise in writing to the Agents and (viii) the issuance of any shares of Common Stock, Units or securities convertible into or exercisable exchangeable for Common StockUnits as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. For the purposes of this Agreement, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not “Permitted Private Placements” shall mean any issuance of Units where the consideration to be integrated with received by the offering Trust in exchange of the Placement Shares contemplated hereby; provided, however, that the aggregate number such Units consists of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actplatinum and palladium.

Notice of Other Sales. Without The Company will not, without (i) giving the Agents, the Forward Purchasers and the Forward Sellers at least five (5) business days’ prior written consent notice specifying the nature of Leerink Partnersthe proposed sale and the date of such proposed sale and (ii) the Agents, the Forward Purchasers and the Forward Sellers suspending activity under this program for such period of time as requested by the Company shall notor as deemed appropriate by the Agents, directly or indirectlythe Forward Purchasers and the Forward Sellers in light of the proposed sale, offer (A) offer, pledge, announce the intention to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, sell lend or otherwise transfer or dispose of of, directly or indirectly, any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, warrants or file any rights to purchase or acquire Common Stock during registration statement under the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners hereunder and ending on the fifth Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice any of the foregoing (orother than a shelf registration statement under Rule 415 under the Securities Act, if the Placement Notice has been terminated a registration statement on Form S-8 or suspended prior post-effective amendment to the sale 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 all Placement Shares covered by a Placement Notice, the date economic consequence of such suspension or termination); provided, that such restrictions shall not be required in connection with (i) ownership of the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to purchase shares be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the entry into, or settlement of, any Forward, (b) the Common Stock, restricted stock units or other equity awards issuable upon Stock to be offered and sold through the exercise of options or other equity awards Agents and the Forward Sellers pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, this Agreement; (iic) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon issued and delivered pursuant to any Forward Sale Agreement and any Additional Forward Sale Agreement (each as defined in that certain underwriting agreement October 25, 2022 entered into by and among the exchangeCompany and Barclays Capital Inc. and X.X. Xxxxxx Securities LLC, conversion or redemption as representatives of securities or the exercise several underwriters named in Schedule I thereto, Barclays Bank PLC and JPMorgan Chase Bank, National Association, in their capacities as forward purchasers thereunder and Barclays Capital Inc. and X.X. Xxxxxx Securities LLC, each as a seller of warrantsBorrowed Shares (as defined therein); (d) any grants of stock options, options stock awards, restricted stock, RSUs, or other rights in effect or outstanding, or (v) equity awards and the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, Stock or securities convertible into or exercisable or exchangeable for shares of Common StockStock pursuant to any stock incentive plan, that employee stock purchase plan or 401(k) plan of the Company in effect at, or the dividend reinvestment plan approved by the Company’s Board of Directors prior to, such Applicable Time; (e) shares of Common Stock the Company may issue upon the settlement of dividend equivalent rights outstanding at such Applicable Time or agree (f) the filing of any registration statement on Form S-8 relating to issue securities granted or to be granted pursuant to any plan in effect on the date of this clause (v) shall not exceed 10.0% of Agreement and described in the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed Prospectus or any assumed benefit plan pursuant to restrict the Company’s ability to file, an acquisition or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actsimilar strategic transaction.

Notice of Other Sales. Without During the prior written consent pendency of Leerink Partnersany Placement Notice given hereunder, the Company shall provide CF&Co notice, subject to CF&Co's agreement to keep the information in such notice confidential, as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets or properties described in the Prospectus, or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such is disclosed to CF&Co in advance. Notwithstanding the foregoing, the Company hereby agrees that it shall not, directly or indirectly, in any other "at-the-market" or continuous equity transaction offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners hereunder later of the termination of this Agreement and ending on the fifth Trading Day sixtieth (60th) 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); provided, that such restrictions shall not be required in connection with (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnerseach Agent, except for resale, from time to time, of shares of Company Common Stock by Lincoln Park Capital Fund LLC (“LPC”) pursuant to a Purchase Agreement entered into between LPC and the Company effective February 17, 2020, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners an Agent hereunder and ending on the fifth 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); provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or Common Stock issuable upon the exercise of options or other equity awards securities, pursuant to any equity incentiveemployee or director stock incentive or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to each Agent, and/or (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or -20- termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations, acquisitions of Federal Communications Commission spectrum licenses or securities convertible into in connection with strategic alliances or exercisable or exchangeable acquisitions occurring after the date of this Agreement which are not issued principally for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the first providing prior written consent of Leerink Partnersnotice to the Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the earlier of the termination of this Agreement and the thirtieth (30th) day immediately following the Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or (v) otherwise in writing to the issuance Agent or issuances pursuant to consulting arrangements or service provider arrangements the primary purpose of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as which is not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actraise capital.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents (which will not be unreasonably withheld), (x) the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth 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 (y) 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 Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock or Common StockOrdinary Shares, restricted stock units or other equity awards awards, or Ordinary Shares issuable upon the exercise of options or the conversion, exchange or settlement of other equity awards awards, pursuant to any equity incentive, stock option, or equity compensation plan, benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on XXXXX or otherwise in writing to the Agents, (viii) the issuance of any shares of Common StockOrdinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Ordinary Shares contemplated hereby; providedhereby and (iv) Ordinary Shares in connection with any acquisition, howeverstrategic investment or other similar transaction (including any joint venture, that the aggregate number of Common Stock, strategic alliance or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of Leerink Partnersnotice to Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company's issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units units, options to purchase Common Stock or other equity awards Common Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActAgent.

Notice of Other Sales. Without the prior written consent of Leerink Partnersboth Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActAgents.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActMLV.

Notice of Other Sales. Without the prior written consent of Leerink Partnersboth Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), Common Stock-based incentive awards or options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentive, employee or director stock option, equity incentive or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, otherwise disclosed in or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that by filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActAgents.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the second (2nd) Trading Day immediately following the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentive, stock option, or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agents, (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisionshereby and (iv) Common Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s ability to filestrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice, provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards to acquire Common Stock, or Common Stock issuable upon the exercise of options or the exercise or settlement of other equity awards awards, pursuant to (A) any employee or director equity incentive, benefits plan or employee stock optionpurchase plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented or (B) Nasdaq Listing Rule 5635(c)(4), (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, licensing, other business combinations or securities convertible into strategic alliances or exercisable or exchangeable corporate partnering transactions occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without Other than Permitted Private Placements, the Trust will not, without the prior written consent of Leerink Partners, the Company shall notAgents, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Units (other than the Placement Shares Units offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockUnits, warrants or any rights to purchase or acquire Common Stock acquire, Units during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares Units sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Units 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 Units (other than the Placement Units offered pursuant to this Agreement) or securities convertible into or exchangeable for Units, warrants or any rights to purchase or acquire, Units prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Units sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Trust’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Units, options to purchase shares of Common Stock Units or Common Stock, restricted stock units or other equity awards Units issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Units subject to a waiver to exceed plan limits in respect of any such dividend reinvestment plan) of the ProspectusTrust whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Units 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 the Trust available on SEDAR+ or otherwise in writing to the Agents, and (viii) the issuance of any shares of Common Stock, Units or securities convertible into or exercisable exchangeable for Common StockUnits as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. For the purposes of this Agreement, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not “Permitted Private Placements” shall mean any issuance of Units where the consideration to be integrated with received by the offering Trust in exchange of the Placement Shares contemplated hereby; provided, however, that the aggregate number such Units consists of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actgold.

Notice of Other Sales. Without the prior written consent of Leerink PartnersXx Xxxxx, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Xx Xxxxx hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or (v) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold disclosed in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that filings by the Company may issue available on XXXXX or agree otherwise in writing to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities ActXx Xxxxx.

Notice of Other Sales. Without the first providing prior written consent of Leerink Partnersnotice to BRFBR, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners BRFBR hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the earlier of the termination of this Agreement and the thirtieth (30th) day immediately following the Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, and (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or (v) otherwise in writing to BRFBR or issuances pursuant to consulting arrangements or service provider arrangements the issuance primary purpose of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as which is not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actraise capital.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock Ordinary Shares or Common Stock, restricted stock units or other equity awards Ordinary Shares issuable upon the exercise of options or other equity awards options, including any Ordinary Shares sold on behalf of an employee to cover tax withholding obligations, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on XXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue date of this Agreement which are not issued for capital raising purposes and (iv) Ordinary Shares as consideration for research, collaboration, technology license, development, marketing or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, other similar agreements or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actstrategic partnerships.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agents hereunder and ending on the fifth 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Common Stock issuable upon the exercise of options or other equity awards the vesting and settlement of restricted stock units, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer inducement equity awards or issuance of securities in connection with an acquisition, merger or sale or purchase of assetsshares issuable pursuant to inducement equity awards, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agents, (viv) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold Stock in a privately negotiated transaction transactions to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated Common Stock hereby; provided, however, that the aggregate number of and (v) Common Stock, Stock or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% shares of the total outstanding Common Stock immediately following such issuance. Notwithstanding as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners date of the filing of, a registration statement under the Securities Actthis Agreement which are not issued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and, at any time during which a Placement Notice is pending, will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity stock awards or Common Stock issuable upon the exercise of options or other equity awards vesting of restricted stock units, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to MLV and (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partnerspartners 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), licensors(a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares Ordinary Shares or Ordinary Shares issuable upon the exercise of Common Stock options, or Common Stock, pursuant to restricted stock units or other equity stock awards issuable upon the exercise of options under any employee, consultant or other equity awards pursuant to any equity incentivedirector stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall not, will not (i) directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth 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); or (ii) directly or indirectly, enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement, provided, however, that such restrictions shall will not be required in connection with the Company’s (iA) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adoptthis Agreement; (B) issuance or sale of Common Stock, in its sole discretionequity awards to purchase or receive Common Stock, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of or Common Stock issuable upon the exercise or vesting of equity awards, pursuant to any employee, consultant or director stock option, incentive or benefits plan, share purchase or stock ownership plan, long-term incentive plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (C) issuance or sale of Common Stock upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding; (D) modification of any outstanding equity awards, warrants or any rights to purchase or acquire Common Stock or (vE) the issuance of any shares or sale of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into strategic alliances, licenses or exercisable or exchangeable collaborations occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement or the Shares offered pursuant to the Prior Sales Agreement) or securities convertible into or exchangeable or exercisable for Common StockShares, warrants or any rights to purchase or acquire Common Stock Shares during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Shares, warrants or any rights to purchase or acquire, Shares prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Shares, options to purchase shares of Common Stock Shares, other securities under the Company’s existing equity incentive plans, or Common Stock, restricted stock units or other equity awards Shares issuable upon the exercise of options or vesting of other equity awards securities, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Shares 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockShares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without Other than Permitted Private Placements, the Trust will not, without the prior written consent of Leerink Partners, the Company shall notAgents, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Units (other than the Placement Shares Units offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockUnits, warrants or any rights to purchase or acquire Common Stock acquire, Units during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares Units sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Units 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 Units (other than the Placement Units offered pursuant to this Agreement) or securities convertible into or exchangeable for Units, warrants or any rights to purchase or acquire, Units prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Units sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Trust’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Units, options to purchase shares of Common Stock Units or Common Stock, restricted stock units or other equity awards Units issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Units subject to a waiver to exceed plan limits in respect of any such dividend reinvestment plan) of the ProspectusTrust whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Units 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 the Trust available on SEDAR+ or otherwise in writing to the Agents, and (viii) the issuance of any shares of Common Stock, Units or securities convertible into or exercisable exchangeable for Common StockUnits as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. For the purposes of this Agreement, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not “Permitted Private Placements” shall mean any issuance of Units where the consideration to be integrated with received by the offering Trust in exchange of the Placement Shares contemplated hereby; provided, however, that the aggregate number such Units consists of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actgold and/or silver.

Notice of Other Sales. Without the first providing prior written consent of Leerink Partnersnotice to the Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the earlier of the termination of this Agreement and the thirtieth (30th) day immediately following the Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any 6,500,000 shares of Common Stock issued to SK bioscience Co., Ltd. (“SK”) pursuant to the Share Subscription Agreement dated as of August 8, 2023 by and between the Company and SK and (iii) 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 the Company available on XXXXX or (v) otherwise in writing to the issuance Agents or issuances pursuant to consulting arrangements or service provider arrangements the primary purpose of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as which is not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actraise capital.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, which consent shall not be unreasonably withheld, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with (i) the offer, Company’s issuance, grant or sale of Common Stock (including restricted i) Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or Common Stock issuable upon the exercise of options or issuable upon the vesting of other equity awards (including, without limitation, any shares sold on behalf of an employee to cover tax withholding obligations or estimated tax liabilities), pursuant to any equity incentiveemployee, consultant, or director stock option or benefits plan, stock option, stock bonus, ownership plan (including any employee stock purchase, purchase plan) or other compensatory dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or stock plan or arrangement described in the Prospectushereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, or and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or strategic alliances, or offered and sold in a privately negotiated transaction to transactions with vendors, customers, investors, strategic partners partners, or potential strategic partners, licensors, and otherwise conducted in a manner so as occurring after the date of this Agreement which are not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other similar equity awards securities (or Common Stock issuable upon the exercise of options or the vesting of restricted stock units or other similar equity awards securities), pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights or awards in effect or outstanding, and disclosed in filings by the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partners, the Company shall not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire Common Stock during During the period beginning on the second Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Placement Agent hereunder and ending on the fifth second Trading Day immediately following the final Settlement Date with respect to Placement Shares shares of Common Stock sold pursuant to any 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 Company shall provide the Placement Agent notice before it contracts to sell, sells, grants any option to sell or otherwise disposes of such suspension any shares of Common Stock (other than Placement Securities offered pursuant to the provisions of this Agreement) or termination)securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such restrictions notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock (including restricted stock, Common Stock), LTIP units, options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Common Stock issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, purchase or other stock or compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) issuance of Common Stock or other securities in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances, (iv) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company has in effect or may adopt, in its sole discretion, adopt from time to time time, provided the implementation of such new plan is disclosed to Leerink Partners the Placement Agent in advance, advance (ivv) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options options, or other rights in effect or outstanding, or (v) the issuance of any shares of Common Stock, Stock or securities exercisable for or convertible into shares of Common Stock as compensation to consultants or exercisable for Common Stockservice providers, offered provided that in the case of subsections (iii) and sold in a privately negotiated transaction to vendors(v) hereof, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of shares of Common Stock, Stock issued or issuable upon conversion of exchange of securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause under subsections (iii) and (v) pursuant to any such arrangement shall not exceed 10.0% five percent (5%) of the total outstanding number of shares of Common Stock outstanding immediately following prior to giving effect to such issuance. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability to fileability, or require the Company to provide notice Leerink Partners of to the filing ofPlacement Agent, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or equity line of credit transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required required, or be applicable to, in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options options, rights or other equity inventive awards to purchase shares of or otherwise acquire Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or such other equity awards awards, pursuant to any equity incentive, employee or director stock option, equity incentive or benefits plan, stock bonus, employee stock purchase, or other compensatory ownership or stock purchase plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan, if any) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into strategic alliances, including without limitation lending or exercisable leasing arrangements, distribution or exchangeable supply agreements or joint ventures, occurring after the date of this Agreement which are not issued for Common Stockequity capital raising purposes. For avoidance of doubt, that the Company may issue foregoing restrictions will not apply to secondary sales or agree to issue pursuant to this clause (v) shall not exceed 10.0% registrations of the total any outstanding shares of Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict held by the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actstockholders.

Notice of Other Sales. Without The Company (I) shall provide the prior written consent of Leerink Partners, the Company shall not, directly or indirectly, offer Sales Agent notice as promptly as reasonably possible before it offers to sell, pledge, sell, contract contracts to sell, sell sells, grants any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose disposes of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, or warrants or any rights to purchase or acquire Common Stock Stock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Sales Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale shares of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards awards, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan of the Company whether now in the Prospectuseffect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or otherwise in writing (vincluding by email correspondence) to the issuance of any Sales Agent and (iii) shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, sale or securities convertible into purchase of assets or exercisable other business combinations or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuancecapital raising purposes. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company shall provide the Sales Agent notice at least five (5) days prior to provide notice Leerink Partners pursuing any private or public offerings of the filing of, a registration statement under the Securities Actequity and/or other securities (including debt securities) in one or more transactions.

Notice of Other Sales. Without The Company (I) shall provide the prior written consent of Leerink Partners, the Company shall not, directly or indirectly, offer Sales Agent notice as promptly as reasonably possible before it offers to sell, pledge, sell, contract contracts to sell, sell sells, grants any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose disposes of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, or warrants or any rights to purchase or acquire Common Stock Stock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Sales Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or Common Stock issuable upon the exercise of options or other equity awards awards, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan of the Company whether now in the Prospectuseffect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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, or and disclosed in filings by the Company available on XXXXX and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockStock as consideration for mergers, that acquisitions, sale or purchase of assets or other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuanceissued for capital raising purposes. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company shall provide the Sales Agent notice at least two (2) days prior to provide notice Leerink Partners pursuing any private or public offerings of the filing of, a registration statement under the Securities Actequity and/or other securities (including debt securities) in one or more transactions.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent (not to be unreasonably withheld or delayed), the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity stock awards or Common Stock issuable upon the exercise of options or other equity awards vesting of restricted stock units, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock Ordinary Shares, other securities under the Company’s existing share incentive plans or Common Stock, restricted stock units equity incentive plans or other equity awards Ordinary Shares issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director share option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock share ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock ACTIVE/107652629.3 prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, other equity awards to acquire Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director equity incentive, stock option, stock bonusincentive or benefits plan, employee stock purchasepurchase plan, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customers, investors, other business combinations or strategic partners or potential strategic partners, licensorsalliances occurring after the date of this Agreement which are not issued for capital raising purposes, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of (iv) Common Stock, Stock or securities convertible into or exercisable or exchangeable for shares of Common StockStock (A) in connection with strategic transactions, that including (1) joint ventures, manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or (2) technology transfer or development arrangements and/or (B) to suppliers or third party service providers in connection with the Company may issue provision of goods or agree to issue pursuant to services, in each case of this clause (viv) shall which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued primarily for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth 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); provided, however, that such restrictions the foregoing obligations shall not be required in connection with apply to (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards pursuant to any equity incentive, employee or director stock option, stock bonus, employee stock purchase, option or other compensatory benefits plan or stock ownership plan or arrangement described in the Prospectus, issuances permitted by FINRA; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any the Company’s dividend reinvestment plan that the Company may adopt, whether now in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, effect or hereafter implemented; or (iviii) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of any currently outstanding warrants, options or other rights in effect or outstanding, or (v) outstanding and disclosed in filings by the issuance of any shares of Company available on EDGAR. The Agent acknowledges that the term “Common Stock, or securities convertible into or exercisable for Common Stock, offered ” as used in this Section 7(h) and sold in a privately negotiated transaction this Agreement refers solely to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to filecommon stock and not any other equity interest in the Company, including without limitation any other class or require the Company to provide notice Leerink Partners series of the filing of, a registration statement under the Securities ActCompany’s common stock or preferred stock.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise or vesting of options or other equity awards awards, pursuant to any equity incentive, employee or director stock option, stock bonusoption or benefits plan, employee stock purchasepurchase plan, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes and (iv) Common Stock or securities convertible into or exercisable or exchangeable for shares of Common StockStock (A) in connection with strategic transactions, that including (1) joint ventures, manufacturing, sponsored research, collaboration, license or distribution arrangements or (2) technology transfer or development arrangements and/or (B) to suppliers or third party service providers in connection with the Company may issue provision of goods or agree to issue pursuant to services, in each case of this clause (viv) shall which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued primarily for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall and the Parent will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Preferred Stock, warrants or any rights to purchase or acquire Common acquire, Preferred Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” offering sell, contract to sell, grant any option to sell or otherwise dispose of any Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Preferred Stock, warrants or any rights to purchase or acquire, Preferred Stock prior to the later of the termination of this Agreement and the earliest to occur of (1) the date on which this Agreement is terminated by the Company and the Parent pursuant to Section 14(b)(ii) or (2) the date on which MLV terminates this Agreement pursuant to Section 14(c); provided, however, that such restrictions shall will not be required in connection with the Company or Parent’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Preferred Stock), options to purchase shares of Common Preferred Stock or Common Stock, restricted stock units or other equity awards Preferred Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Parent whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Preferred 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 the Company and the Parent available on XXXXX or otherwise in writing to MLV and (viii) the issuance of any shares of Common Preferred Stock, or securities convertible into or exercisable for Common Preferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partnerspartners who are qualified institutional buyers or are not more than three persons that are “accredited investors” within the meaning of such term under paragraph (a)(1), licensors(a)(2), (a)(3), (a) (7) or (a)(8) of Rule 501 under the Securities Act, or offered and issued upon conversion of other securities of the Company or the Parent in accordance with Section 3(a)(9) of the Securities Act, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated Preferred Stock hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock or restricted stock units or other equity awards to acquire Common Stock, or Common Stock issuable upon the exercise of options or settlement of restricted stock units or other equity awards awards, pursuant to any equity incentiveincentive or benefits plan, stock option, stock bonusownership plan, employee stock purchase, or other compensatory or stock purchase plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or strategic alliances, or offered and sold in a privately negotiated transaction to transactions with vendors, customers, investorsconsultants, strategic partners lenders, or potential strategic partners, licensors, occurring after the date of this Agreement which are not issued for capital raising purposes(other than options or other equity issued in connection with a debt facility whereby issuance is not the primary purpose of the debt) and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, which consent shall not be unreasonably withheld, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners an Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or Common Stock issuable upon the exercise of options or issuable upon the vesting of other equity awards (including, without limitation, any shares sold on behalf of an employee to cover tax withholding obligations or estimated tax liabilities), pursuant to any equity incentiveemployee, consultant, or director stock option or benefits plan, stock option, stock bonus, ownership plan (including any employee stock purchase, purchase plan) or other compensatory dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or stock plan or arrangement described in the Prospectushereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, or and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or strategic alliances, or offered and sold in a privately negotiated transaction to transactions with vendors, customers, investors, strategic partners partners, or potential strategic partners, licensors, and otherwise conducted in a manner so as occurring after the date of this Agreement which are not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards for Common Stock, or Common Stock issuable upon the exercise of options or other vesting and settlement of any equity awards awards, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) or other compensatory compensation plan of the Company whether now in effect or stock plan hereafter implemented (including any amendment(s) or arrangement described in modifications to the Prospectusforegoing), (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or any successor system or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations, joint ventures or securities convertible into strategic alliances, marketing or exercisable distribution arrangements, collaboration agreements, co-promotion agreements or exchangeable intellectual property license agreements occurring after the date of this Agreement that are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% primary purpose of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising.

Notice of Other Sales. Without The Company (I) shall provide the prior written consent of Leerink Partners, the Company shall not, directly or indirectly, offer Sales Agent notice as promptly as reasonably possible before it offers to sell, pledge, sell, contract contracts to sell, sell sells, grants any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose disposes of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, or warrants or any rights to purchase or acquire Common Stock Stock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Sales Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale shares of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards awards, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan of the Company whether now in the Prospectuseffect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or otherwise in writing (vincluding by email correspondence) to the issuance of any Sales Agent, (iii) shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock as consideration for mergers, offered acquisitions, sale or purchase of assets or other business combinations or strategic transaction occurring after the date of this Agreement and sold approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated business synergistic with the offering business of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that Company and is expected to provide to the Company may issue or agree additional benefits in addition to issue pursuant to this clause the investment of funds and (viv) securities issued as bona fide inducement grants, provided that in making any such grants the Company shall not exceed 10.0% of comply with the total outstanding Common Stock immediately following applicable rules, regulations and notice requirements for such issuancegrants established by the NYSE American Exchange. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company shall provide the Sales Agent notice at least five (5) days prior to provide notice Leerink Partners pursuing any private or public offerings of the filing of, a registration statement under the Securities Actequity and/or other securities (including debt securities) in one or more transactions.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or any other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon the exchangeexercise or vesting of options, restricted stock units or other equity awards, pursuant to any employee or director equity compensation or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Agents and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock Ordinary Shares or Common Stock, restricted stock units or other equity awards Ordinary Shares issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stockshares of Ordinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersnotice to Ascendiant, other than pursuant to agreements currently enforceable against the Company, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the second Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Ascendiant hereunder and ending on the fifth second Trading Day immediately following the final Settlement Date with respect to respecting Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” offering sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the earliest to occur of: (i) the date on which this Agreement is terminated by the Company pursuant to Section 13(b)(ii); (ii) the date on which Ascendiant terminates this Agreement pursuant to Section 13(c) or (iii) the thirtieth day immediately following the final Settlement Date respecting Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with (i) the offer, issuance, grant Company’s issuance or sale of Common Stock of: (including restricted 1) Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company may adopt, whether now in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, effect or hereafter implemented; (iv2) the issuance 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 the Company available on EXXXX or otherwise in writing to Ascendiant; and (v3) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable for Common StockStock 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, investors, strategic partners or potential strategic partnerspartners 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), licensors(a)(2), (a)(3), (a)(7), or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without Other than Permitted Private Placements, the Trust will not, without the prior written consent of Leerink Partners, the Company shall notAgents, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Units (other than the Placement Shares Units offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockUnits, warrants or any rights to purchase or acquire Common Stock acquire, Units during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares Units sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares Units 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 Units (other than the Placement Units offered pursuant to this Agreement) or securities convertible into or exchangeable for Units, warrants or any rights to purchase or acquire, Units prior to the later of the termination of this Agreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Units sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Trust’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Units, options to purchase shares of Common Stock Units or Common Stock, restricted stock units or other equity awards Units issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Units subject to a waiver to exceed plan limits in respect of any such dividend reinvestment plan) of the ProspectusTrust whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Units 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 the Trust available on SEDAR+ or otherwise in writing to the Agents and (viii) the issuance of any shares of Common Stock, Units or securities convertible into or exercisable exchangeable for Common StockUnits as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. For the purposes of this Agreement, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not “Permitted Private Placements” shall mean any issuance of Units where the consideration to be integrated with received by the offering Trust in exchange of the Placement Shares contemplated hereby; provided, however, that the aggregate number such Units consists of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actsilver.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent (not to be unreasonably withheld, conditioned or delayed), the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such restrictions shall will not be required in connection with (i) the offer, Company’s issuance, grant or sale of Common Stock (including restricted i) Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity stock awards or Common Stock issuable upon the exercise of options or other equity awards the vesting of restricted stock units, pursuant to any equity incentiveemployee or director stock incentive or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to MLV; (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of Common Stock hereby or (iv) the Placement Shares contemplated hereby; provided, however, that Series A Convertible Preferred Stock of the aggregate number Company issuable under the December 21 APA and the shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissuable upon conversion thereof.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, in each case for its own account and not in respect of any secondary sales by the Company’s stockholders, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentive, stock option, or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisionshereby and (iv) Common Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s ability to filebusiness combination, strategic investment or require the Company to provide notice Leerink Partners of the filing ofother similar transaction (including any joint venture, a registration statement under the Securities Actstrategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes and (iv) Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% shares of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisionsas consideration for research, nothing herein shall be construed to restrict the Company’s ability to filecollaboration, technology license, development, marketing or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actother similar agreements or strategic partnerships.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent (not to be unreasonably withheld or delayed), the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options or other equity awards to purchase shares of or otherwise acquire Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise or vesting of options or other equity awards awards, pursuant to any equity incentive, stock option, or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or Common Stock issued pursuant to any employee stock purchase of assets, plan; (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, (viv) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated (for purposes of the Securities Act) with the offering of the Placement Shares contemplated Common Stock hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause and (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisionsin connection with any acquisition, nothing herein shall be construed to restrict the Company’s ability to filestrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actpartnership).

Notice of Other Sales. Without the prior written consent of Leerink PartnersAgent, which such consent shall not be unreasonably withheld, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the later of the termination of this Agreement and the thirtieth (30th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity stock awards or Common Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee, consultant or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without The Company will not, without (i) giving the Agents, the Forward Purchasers and the Forward Sellers at least five (5) business days’ prior written consent notice specifying the nature of Leerink Partnersthe proposed sale and the date of such proposed sale and (ii) the Agents, the Forward Purchasers and the Forward Sellers suspending activity under this program for such period of time as requested by the Company shall notor as deemed appropriate by the Agents, directly or indirectlythe Forward Purchasers and the Forward Sellers in light of the proposed sale, offer (A) offer, pledge, announce the intention to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasefor the sale of, sell lend or otherwise transfer or dispose of of, directly or indirectly, any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, warrants or file any rights to purchase or acquire Common Stock during registration statement under the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners hereunder and ending on the fifth Trading Day immediately following the final Settlement Date Securities Act with respect to Placement Shares sold pursuant to such Placement Notice any of the foregoing (orother than a shelf registration statement under Rule 415 under the Securities Act, if the Placement Notice has been terminated a registration statement on Form S-8 or suspended prior post-effective amendment to the sale 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 all Placement Shares covered by a Placement Notice, the date economic consequence of such suspension or termination); provided, that such restrictions shall not be required in connection with (i) ownership of the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to purchase shares be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the entry into, or settlement of, any Forward, (b) the Common Stock, restricted stock units or other equity awards issuable upon Stock to be offered and sold through the exercise of options or other equity awards Agents and the Forward Sellers pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, this Agreement; (iic) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock issuable upon issued and delivered pursuant to any Forward Sale Agreement and any Additional Forward Sale Agreement (each as defined in that certain underwriting agreement October 25, 2022 entered into by and among the exchangeCompany and Barclays Capital Inc., conversion or redemption and X.X. Xxxxxx Securities LLC as representatives of securities or the exercise several underwriters named in Schedule I thereto, Barclays Bank PLC and JPMorgan Chase Bank National Association, in their capacities as forward purchasers thereunder and Barclays Capital Inc. and X.X. Xxxxxx Securities LLC, each as a seller of warrantsBorrowed Shares (as defined therein); (d) any grants of stock options, options stock awards, restricted stock, RSUs, or other rights in effect or outstanding, or (v) equity awards and the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, Stock or securities convertible into or exercisable or exchangeable for shares of Common StockStock pursuant to any stock incentive plan, that employee stock purchase plan or 401(k) plan of the Company in effect at, or the dividend reinvestment plan approved by the Company’s Board of Directors prior to, such Applicable Time; (e) shares of Common Stock the Company may issue upon the settlement of dividend equivalent rights outstanding at such Applicable Time or agree (f) the filing of any registration statement on Form S-8 relating to issue securities granted or to be granted pursuant to any plan in effect on the date of this clause (v) shall not exceed 10.0% of Agreement and described in the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed Prospectus or any assumed benefit plan pursuant to restrict the Company’s ability to file, an acquisition or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actsimilar strategic transaction.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement or the Shares offered pursuant to the Prior Sales Agreement) or securities convertible into or exchangeable or exercisable for Common StockShares, warrants or any rights to purchase or acquire Common Stock Shares during the period beginning on the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Shares, warrants or any rights to purchase or acquire, Shares prior to the later of the termination of this Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Shares, options to purchase shares of Common Stock Shares, other securities under the Company’s existing equity incentive plans, or Common Stock, restricted stock units or other equity awards Shares issuable upon the exercise of options or vesting of other equity awards securities, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Shares 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockShares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agents, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); termination); provided, however, that such restrictions shall will not be required in connection with (i) the offer, Company’s issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (iii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any the Company’s dividend reinvestment plan that the Company may adopt, (but not Common Stock subject to a waiver to exceed plan limits in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners dividend reinvestment plan) whether now in advance, effect or hereafter implemented; (ivii) the issuance 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 the Company available on EXXXX or otherwise in writing to the Agents and (viii) the issuance of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners who are qualified institutional buyers or persons that are “accredited investors” within the meaning of such term under Rule 501 under the Securities Act conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Acthereby.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common Stock acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the later of the termination of this Agreement and the 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 shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock)Ordinary Shares, options to purchase shares of Common Stock Ordinary Shares, other securities under the Company’s existing share incentive plans or Common Stock, restricted stock units equity incentive plans or other equity awards Ordinary Shares issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director share option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock share ownership plan or arrangement described dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common Stock Ordinary Shares 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 the Company available on EXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares as consideration for mergers, that acquisitions, other business combinations or strategic alliances occurring after the Company may issue or agree to issue pursuant to date of this clause (v) shall Agreement which are not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners the Agent hereunder and ending on the fifth 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 Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required apply in connection with the Company’s (i) the offer, issuance, grant issuance or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentive, stock option, or benefits plan, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent, (viii) the issuance of any shares or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise partners or other investors conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number Common Stock hereby (iv) issuance or sale of Common StockStock in connection with any acquisition, strategic investment or securities convertible into other similar transaction (including any joint venture, strategic alliance or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause partnership) and (v) shall not exceed 10.0% modification of the total any outstanding options and warrants of any rights to purchase or acquire Common Stock immediately following such issuanceStock. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability to fileability, or require the Company to provide notice Leerink Partners of to the filing ofSales Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other "at the market" or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company's issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into or exercisable or exchangeable strategic alliances occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink Partnersthe Agent, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock or Common Stock, restricted stock units or other equity awards Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance 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 the Company available on XXXXX or otherwise in writing to the Agent and (viii) the issuance of any shares of Common Stock, Stock or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number shares of Common StockStock as consideration for mergers, acquisitions, other business combinations or securities convertible into research, collaboration, technology license, development, marketing or exercisable other similar agreements or exchangeable strategic partnerships occurring after the date of this Agreement which are not issued for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Actcapital raising purposes.

Notice of Other Sales. Without the prior written consent of Leerink PartnersMLV, the Company shall will not, directly or indirectly, offer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, sell or otherwise transfer or dispose of any Common Stock or Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable or exercisable for Common Stock or Preferred Stock, warrants or any rights to purchase or acquire acquire, Common Stock or Preferred Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to Leerink Partners MLV hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at-the-market” offering offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock or Preferred Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock or Preferred Stock, warrants or any rights to purchase or acquire, Common Stock or Preferred Stock prior to the termination of this Agreement; provided, however, that such restrictions shall will not be required in connection with the Company’s issuance or sale of (i) the offer, issuance, grant or sale of Common Stock (including restricted Common or Preferred Stock), options to purchase shares of Common Stock or Preferred Stock or Common Stock, restricted stock units Stock or other equity awards Preferred Stock issuable upon the exercise of options or other equity awards options, pursuant to any equity incentiveemployee or director stock option or benefits plan, stock option, stock bonus, employee stock purchase, or other compensatory or stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock or Preferred Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt, in its sole discretion, from time to time provided the implementation of such plan is disclosed to Leerink Partners in advance, (iv) the issuance of any shares of Common or Preferred 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 the Company available on EXXXX or otherwise in writing to MLV and (viii) the issuance of any shares of Common Stock or Preferred Stock, or securities convertible into or exercisable for Common Stock or Preferred Stock, offered and sold in a privately negotiated transaction to vendors, customers, investorsconsultants, strategic partners or potential strategic partnerspartners 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), licensors(a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability to file, or require the Company to provide notice Leerink Partners of the filing of, a registration statement under the Securities Act.