Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. The Company (I) shall provide the Sales Agents notice 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, or warrants or any rights to purchase or 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 the Sales 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 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 managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) 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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or acquire Common Stockstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 engage in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company will not, (IA) shall provide the Sales Agents notice as promptly as reasonably possible before it offers directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stock, 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 the Sales Agents 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 (IIB) will not directly or indirectly in any other “at-the-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered or sold pursuant to this Agreement and other than the sale of shares of Common Stock or Ordinary Shares offered or sold pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)an equity line transaction) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, restricted stock units, options to purchase shares of Common StockOrdinary Shares, other equity awards warrants to purchase Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardswarrants or the vesting of any of the foregoing, pursuant to any equity incentive option, warrant or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX from time to time or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares of Common Stock Ordinary Shares issued in connection with any joint ventureprivately negotiated transactions to vendors, customers or other commercial or collaborative relationship strategic partners or the acquisition potential commercial or license by the Company of the securitiesstrategic partners, businessesas consideration for mergers, property acquisitions, or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common StockOrdinary Shares or ADSs, other equity awards or shares of Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 (including by email correspondence) to the Sales AgentsAgent, or (iii) Ordinary Shares or ADSs issuable pursuant to an equity line transaction (provided that notice to the Company’s issuance of shares of Common Stock Sales Agent pursuant to Section 7(h)(I) shall still apply for any such equity line transaction) and (iv) Ordinary Shares or ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or acquire Common Stockstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 shall not without the prior written consent of the Sales Agent, directly or indirectly engage in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the securitiesSales Agent, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by file a registration statement under the Company in connection with any such acquisition, which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalSecurities Act.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales Agents Agent hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), ; and (II) will not directly or indirectly enter into in any other “at-the-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive stock option, or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, or securities convertible into or exchangeable exercisable for shares Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock Ordinary Shares hereby and (iv) Ordinary Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, commercial strategic alliance or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalpartnership).

Notice of Other Sales. The Company (Ii) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 (IIii) will not directly or indirectly in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (A) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (iiB) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iiiC) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic transactions occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship or the acquisition or license by the Company purchase of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 engage in any other “at-the-market” or managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock Stock, specifically relating to the registered “at-the-market” transaction, prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awardsawards issued to employees, officers, directors, consultants or service providers, pursuant to any equity incentive stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implementedimplemented or other agreement duly authorized by the Company’s Board of Directors, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship or the acquisition or license by the Company purchase of the securities, businesses, property assets or other assets business combinations or research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships or alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without the prior written consent of the Agents, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs as consideration for mergers, commercial acquisitions, other business combinations or collaborative relationship strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes and (iv) Ordinary Shares or the acquisition ADSs or license by the Company securities convertible into or exchangeable for shares of the securitiesOrdinary Shares or ADSs as consideration for research, businessescollaboration, property technology license, development, marketing or other assets similar agreements or strategic partnerships occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without the prior written consent of the Agents (not to be unreasonably withheld, conditioned or delayed), the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales 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 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-at the market” or managed equity facility or ”, equity line or similar financing transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options options, restricted stock units or other equity awardsOrdinary Shares issuable upon the vesting of restricted stock units, issued to employees, directors, officers, consultants and advisors as compensation for employment or services in the ordinary course of business pursuant to any equity incentive employee or director option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agents and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureOrdinary Shares as consideration for mergers, commercial acquisitions, other business combinations or collaborative relationship or the acquisition or license by the Company of the securitiesstrategic alliances, businessesand for collaboration, property development, marketing or other assets similar agreements or strategic partnerships occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least five (5) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents Agent with no fewer than three Trading Days’ prior written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, or warrants or any rights to purchase or acquire acquire, Common Stock, Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 will not, while this Agreement is in force and (II) will effect and shall not have expired, terminated, or been terminated, directly or indirectly in any other “at-the-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockShares, warrants or any rights to purchase or acquire, shares of Common Stock Shares prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with the Company’s issuance, grant or sale of (i) the Company’s issuance or sale of shares of Common StockShares, options to purchase shares of Common Stock, other equity awards Shares or shares of Common Stock Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 outstandingdisclosed as outstanding in the Registration Statement or the U.S. Prospectus; (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets; and (iv) Common Shares, or securities convertible into or exercisable for Common Shares, issued pursuant to consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in each case, such arrangements are required to be disclosed on a current report on Form 6-K, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalAgent.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock ADS (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock ADSs 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Company (I) shall provide Without the Sales Agents notice as promptly as reasonably possible before it offers prior written consent of the Agents, the Partnership will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Units (other than the Placement Shares Units offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockUnits, or warrants or any rights to purchase or acquire acquire, Common Stock, Units during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents an Agent hereunder and ending on the fifth third (5th3rd) 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 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Units (other than the Placement Shares Units offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockUnits, warrants or any rights to purchase or acquire, shares of Common Stock Units prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the CompanyPartnership’s issuance or sale of shares of (i) Common StockUnits, options to purchase shares of Common StockUnits, phantom units, restricted units, unit appreciation rights, distribution equivalent rights, or other equity awards rights, or shares of Common Stock Units issuable upon the exercise of options options, the exercise of unit appreciation rights or the settlement of phantom units or other equity awards, rights pursuant to any equity incentive employee or director option or benefits plan, stock purchase plan, stock unit ownership plan or dividend distribution reinvestment plan or other equity incentive plan of the Company Partnership whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of 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 Company Partnership available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or (iii) Common Units issued to sellers of assets or entities in connection with acquisitions by the Company’s issuance Partnership Entities, (iv) Common Units issued in lieu of shares cash distributions on the Common Units issued and sold pursuant to the Common Unit Purchase Agreement, dated as of May 19, 2014, by and between the Partnership and American Cemeteries Infrastructure Investors, LLC and (v) Common Stock Units, or securities convertible into or exchangeable exercisable for shares Common Units, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalUnits hereby.

Notice of Other Sales. The Without the prior written consent of MLV, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock stock of the Company (other than Placement (a) the Shares offered pursuant to the provisions of this AgreementAgreement and (b) the shares offered pursuant to the provisions of the At Market Sales Agreement dated as of June 22, 2009, by and between the Company and MLV, At Market Sales Agreement dated as of September 14, 2009, as amended, and At Market Sales Agreement dated as of January 4, 2010, as amended, by and between the Company and Xx Xxxxx & Co.(collectively, the “Prior Sales Agreements”)) or securities convertible into or exchangeable for Common Stockstock, or warrants or any rights to purchase or acquire Common Stockacquire, Preferred Stock of the Company during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock stock of the Company (other than (a) the Placement Shares offered pursuant to the provisions of this Agreement and other than (b) the sale of shares of Common Stock offered pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or provisions of the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Prior Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreements) or securities convertible into or exchangeable for shares of Common Stockstock, warrants or any rights to purchase or acquire, shares Preferred Stock of Common Stock the Company prior to the later of the termination of this AgreementAgreement and the sixtieth (60th) day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of (i) Common Stock, options to purchase shares of Common Stock, Stock or other equity awards relating to Common Stock or shares of Common Stock issuable upon the exercise of options or pursuant to such other equity awards, pursuant to any equity employee or director stock option, incentive or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalMLV.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 XXXXX, ASX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs, or securities convertible into or exchangeable exercisable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset offered and sold in a business synergistic privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are (i) qualified institutional buyers and not more than three persons that are “accredited investors” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act or (ii) “professional” or “sophisticated” investors as such terms are defined in the Corporations Act and, in each case, otherwise conducted in a manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalADSs hereby.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, and for 5 Trading Days following the termination of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents Cowen notice 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 Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or 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 the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Ordinary Shares sold pursuant to such Placement Notice (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 managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) 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 AgreementADSs; provided, however, that such notice requirements or restrictions, as the case may be, will shall not be required in connection with the (i) the Company’s issuance issuance, grant or sale of shares of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, awards pursuant to any equity incentive share option, share bonus or benefits plan, stock purchase plan, stock ownership other share plan or dividend reinvestment plan of arrangement described in the Company whether now in effect or hereafter implementedProspectus, (ii) the Company’s issuance or sale of Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1 (c), (iii) the issuance of shares securities in connection with an acquisition, merger or sale or purchase of Common Stock assets,(iv) the issuance or sale of Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Cowen in advance or (v) any Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding. Notwithstanding the foregoing provisions, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) nothing herein shall be construed to the Sales Agents, or (iii) restrict the Company’s issuance of shares of Common Stock ability, or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by require the Company of to provide notice to Cowen, to file a registration statement under the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalSecurities Act.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the vesting of restricted shares or the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs, or securities convertible into or exchangeable exercisable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset offered and sold in a business synergistic privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are qualified institutional buyers and not more than three persons that are “accredited investors” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act and, in each case, otherwise conducted in a manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalADSs hereby.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the Sales Agent’s prior written consent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship or the acquisition or license by the Company purchase of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without prior written notice to Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales Agents Agent hereunder and ending on the fifth second (5th2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, restricted stock units, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales AgentsAgent, or and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, or securities convertible into or exchangeable exercisable for shares of Common Stock Ordinary Shares, offered and sold in connection with any joint venturea negotiated transaction to vendors, commercial customers, strategic partners or collaborative relationship or the potential strategic partners, acquisition or license by the Company of the securities, businesses, property candidates or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisitioninvestors, which 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 conducted in a business synergistic manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalOrdinary Shares hereby.

Notice of Other Sales. The Without the prior written consent of the Agents, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stock, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Designated Agent hereunder and ending on the fifth (5th) second Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-marketat the market offering” or managed other similar continuous equity facility or transaction (such as an equity line transaction of credit), offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable or exercisable for shares of Common StockOrdinary Shares or Placement ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the later of the termination of this AgreementAgreement and the sixtieth day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant to such Placement Notice; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common StockOrdinary Shares or ADSs, or other securities under the Company’s existing equity awards incentive plans, or shares of Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or vesting of other equity awardssecurities, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 agreed to in writing (including by email correspondence) to the Sales Agents, or Agents and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock ADSs or Ordinary Shares (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockADSs, or Ordinary ADSs, warrants or any rights to purchase or acquire Common Stockacquire, ADSs or 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 the Sales Agents Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, sell contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock ADSs or Ordinary Shares (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockADSs, Ordinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock ADSs or Ordinary Shares prior to the termination of this Agreementsixtieth (60th) day immediately following termination; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) ADSs, Ordinary Shares, options to purchase shares of Common Stock, ADSs or Ordinary Shares or other equity awards or shares of Common Stock ADSs or Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive compensation plan, employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan (but not ADSs or Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) the Company’s issuance of shares of Common Stock ADSs or 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 (including by email correspondence) to the Sales AgentsAgent, or and (iii) the Company’s issuance of shares of Common Stock ADSs or Ordinary Shares or securities convertible into or exchangeable as consideration for shares mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Without derogating from the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or acquire Common Stockstock, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least five (5) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options options, including an Ordinary Shares or other equity awardsADSs sold on behalf of an employee to cover tax withholding obligations, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs as consideration for mergers, commercial acquisitions, other business combinations or collaborative relationship or the acquisition or license by the Company of the securitiesresearch, businessescollaboration, property technology license, development, marketing or other assets similar agreements or strategic partnerships or alliances occurring after the date of another person or entity this Agreement which are not issued for capital raising purposes; and (iv) Ordinary Shares to be sold pursuant to any equity plan assumed by the Company in connection with any such acquisition, which 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 business synergistic with the business of Sale Agency Agreement between the Company and shall provide to Kxxxxx Cheuvreux, dated August 24, 2020 (the Company additional benefits in addition to the investment of funds“Sale Agency Agreement”), but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalor any liquidity facility between such parties.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares or ADSs (other than Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth second (5th2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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 engage in any other “at-the-market” or managed continuous equity facility or equity line transaction offer under which the Company offers to sell, sellsells, contract contracts to sell, grant grants any option to sell or otherwise dispose disposes of any shares of Common Stock ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockADSs, warrants or any rights to purchase or acquire, shares of Common Stock ADSs prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, ADSs, options to purchase shares of Common StockADSs or Ordinary Shares, other equity awards awards, Ordinary Shares or shares of Common Stock ADSs issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock ADSs or 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 EDGAR or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs issuable pursuant to equity line or similar transactions, (iv) Ordinary Shares, ADSs or securities convertible into or exchangeable for shares ADSs as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person this Agreement which are not issued for capital raising purposes, (v) Ordinary Shares or entity pursuant ADSs arising from options to any convert earn-out payments into equity plan assumed by the Company in connection with any such acquisition, which 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 business synergistic with the business of the Company as disclosed in the Registration Statement and the Prospectus, and (vi) ADSs or Ordinary Shares or securities exercisable or exchangeable for or convertible into ADSs or Ordinary Shares in any private placement or offering that is exempt from registration with the SEC. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales Agents Agent hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive stock option, or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, or securities convertible into or exchangeable exercisable for shares Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock Ordinary Shares hereby and (iv) Ordinary Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, commercial strategic alliance or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalpartnership).

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock ADS (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock ADSs 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable or exercisable for Common StockOrdinary Shares, or ADSs, warrants or any rights to purchase or acquire Common Stock, Ordinary Shares or ADSs during the period beginning on the fifth (5th) third Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth (5th) 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 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-marketat the market offering” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable or exercisable for shares of Common StockOrdinary Shares, ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the later of the termination of this AgreementAgreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, ADSs, options to purchase Ordinary Shares, options to purchase ADSs, warrants, including share warrants (BSA) or free shares of Common Stock(actions gratuites) other securities under the Company’s existing equity incentive plans, other equity awards or shares of Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or vesting of other equity awardssecurities, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 (including by email correspondence) made available to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, joint ventures, collaborations, licensing agreement, other business combinations or strategic alliances occurring after the date of Common Stock in connection with this Agreement which are not issued for capital raising purposes and (iv) modification of any joint ventureoutstanding options, commercial warrants of any rights to purchase or collaborative relationship acquire Ordinary Shares or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalADSs.

Notice of Other Sales. The Without the prior written consent of MLV, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 XXXXX, ASX or otherwise in writing (including by email correspondence) to the Sales Agents, or MLV and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs, or securities convertible into or exchangeable exercisable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset offered and sold in a business synergistic privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are (i) qualified institutional buyers and not more than three persons that are “accredited investors” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act or (ii) “professional” or “sophisticated” investors as such terms are defined in the Corporations Act and, in each case, otherwise conducted in a manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalADSs hereby.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the Sales Agent’s prior written consent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship or the acquisition or license by the Company purchase of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents MLV with written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, or warrants or any rights to purchase or acquire acquire, Common StockShares; provided, however, that such notice will not be required in connection with the Company’s issuance, grant or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or disclosed as outstanding in the Registration Statement or the U.S. Prospectus, and (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets; and (iv) Common Shares, or securities convertible into or exercisable for Common Shares, issued pursuant to consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in each case, such arrangements are required to be disclosed on a current report on Form 6-K. In addition, while this Agreement is in force and shall not have expired, terminated or been terminated, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) the Company will not not, directly or indirectly in any other “at-the-market” or managed equity facility or equity line transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockShares, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required Shares in connection with (i) the Company’s issuance or sale of shares of Common Stock, options to purchase shares of Common Stock, any other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital“at-the-market” offering.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents BRFBR with written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, or warrants or any rights to purchase or acquire acquire, Common StockShares; provided, however, that such notice will not be required in connection with the Company’s issuance, grant or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or disclosed as outstanding in the Registration Statement or the U.S. Prospectus; (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets; and (iv) Common Shares, or securities convertible into or exercisable for Common Shares, issued pursuant to consulting arrangements or service provider arrangements the primary purpose of which is not to raise capital, unless, in each case, such arrangements are required to be disclosed on a current report on Form 6-K. In addition, while this Agreement is in force and shall not have expired, terminated or been terminated, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) the Company will not not, directly or indirectly in any other “at-the-market” or managed equity facility or equity line transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockShares, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required Shares in connection with (i) the Company’s issuance or sale of shares of Common Stock, options to purchase shares of Common Stock, any other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital“at-the-market” offering.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, warrants or options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardswarrants, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implementedimplemented or pursuant to any inducement award in accordance with Exchange rules, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise or redemption of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable or redeemable for shares of Common Stock in connection Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations, licensing arrangements or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes, and (iv) for the avoidance of doubt, non-public discussions or negotiations with respect to any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalforegoing.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the Sales Agent’s prior written consent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 outstandingoutstanding at any time, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic transaction occurring after the acquisition or license date of this Agreement and approved by the Company a majority of the securitiesdisinterested directors of the Company, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with provided that any such acquisition, which issuance shall only be to a person Person (or to the equityholders of a personPerson) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall is expected to provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction and (iv) securities issued as bona fide inducement grants, provided that in which making any such grants the Company is issuing securities primarily shall comply with the applicable rules, regulations and notice requirements for such grants established by the purpose of raising capitalExchange.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, and for 5 Trading Days following the termination of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents Cxxxx notice 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 Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or 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 the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Ordinary Shares sold pursuant to such Placement Notice (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 managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) 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 AgreementADSs; provided, however, that such notice requirements or restrictions, as the case may be, will shall not be required in connection with the (i) the Company’s issuance issuance, grant or sale of shares of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, awards pursuant to any equity incentive share option, share bonus or benefits plan, stock purchase plan, stock ownership other share plan or dividend reinvestment plan of arrangement described in the Company whether now in effect or hereafter implementedProspectus, (ii) the Company’s issuance or sale of Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1 (c), (iii) the issuance of shares securities in connection with an acquisition, merger or sale or purchase of Common Stock assets,(iv) the issuance or sale of Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Cxxxx in advance or (v) any Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding. Notwithstanding the foregoing provisions, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) nothing herein shall be construed to the Sales Agents, or (iii) restrict the Company’s issuance of shares of Common Stock ability, or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by require the Company of to provide notice to Cxxxx, to file a registration statement under the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalSecurities Act.

Notice of Other Sales. The Company (I) shall provide the Sales Agents AGP notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, 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, or warrants or any rights to purchase or 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 the Sales Agents AGP 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without AGP’s prior written consent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or AGP and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide AGP notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (Ii) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 (IIii) will not directly or indirectly in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (A) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (iiB) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iiiC) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship or the acquisition or license by the Company purchase of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents FBR with written notice as promptly as reasonably possible before it offers will, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Preferred Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockPreferred Shares, or warrants or any rights to purchase or acquire Common Stockacquire, Preferred Shares. In addition, while this Agreement is in force and shall not have expired, terminated or been terminated, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents FBR hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), and (II) the Company will not not, directly or indirectly in any other “at-the-market” or managed equity facility or equity line transaction offer to sellindirectly, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Preferred Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockPreferred Shares, warrants or any rights to purchase or acquire, shares Preferred Shares in any other “at-the-market” offering. In the event that notice of Common Stock prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or a proposed sale of shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 is provided by the Company available on XXXXX or otherwise in writing to this Section 7(g), FBR may (including and shall if requested by email correspondence) to the Sales Agents, or (iii) the Company’s issuance ) suspend activity under this Agreement for such period of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license time as may be requested by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed as may be deemed appropriate by the Company in connection with any such acquisition, which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalFBR.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common StockOrdinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 engage in any other “at-the-market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common StockOrdinary Shares, other equity awards or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agents, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director share option or benefits plan, stock purchase share ownership plan, stock ownership employee share purchase plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agents and (iii) Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the Company’s issuance date of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalthis Agreement.

Notice of Other Sales. The Without the prior written consent of the Agent, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, or warrants or any rights to purchase or acquire acquire, Common Stock, Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockShares, warrants or any rights to purchase or acquire, shares of Common Stock Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with (i) the Company’s issuance or sale of shares of (i) Common StockShares, options to purchase shares of Common StockShares, other equity awards RSUs or shares of Common Stock Shares issuable upon the exercise of options or other equity awardsredemption of RSUs, pursuant to any equity incentive stock option, RSU Plan or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Shares, or securities convertible into or exchangeable exercisable for shares Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock Shares hereby and (iv) Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, commercial strategic alliance or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalpartnership).

Notice of Other Sales. The Company (Ii) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 (IIii) will shall not (without the prior written consent of the Sales Agent) directly or indirectly engage in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock Agreement) pursuant to advances any other “at-the-market” or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) or continuous equity transaction, securities convertible into or exchangeable for shares of Common StockStock pursuant to any other “at-the-market” or continuous equity transaction, or warrants or any rights to purchase or acquire, shares of Common Stock pursuant to any other “at-the-market” or continuous equity transaction prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the consent of the securitiesSales Agent, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by file a registration statement under the Company in connection with any such acquisition, which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalSecurities Act.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, or warrants or any rights to purchase or acquire Common StockShares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth third (5th3rd) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage in any other “at-the-market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockShares, warrants or any rights to purchase or acquire, shares of Common Stock Shares prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of (i) Common StockShares, options to purchase shares of Common StockShares, other equity awards or shares of Common Stock Shares issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Shares or securities convertible into or exchangeable for shares Common Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property assets or other assets business combinations or strategic alliances occurring after the date of another person or entity pursuant this Agreement which are not issued for capital raising purposes and (iv) Common Shares arising from options to any convert earn-out payments into equity plan assumed by the Company in connection with any such acquisition, which 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 business synergistic with the business of the Company as disclosed in the Registration Statement and the Prospectus. Notwithstanding the foregoing, except for the Company’s issuance or sale of Class B common shares of the Company upon the exercise of preemptive rights granted to the holders of Class B common shares pursuant to the articles of association of the Company, the Company shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (Ii) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 (IIii) will not directly or indirectly in any other “at-the-market” or managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (A) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (iiB) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iiiC) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s 's issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of Agent, which consent will not be unreasonably withheld, conditioned, or delayed, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales Agents Agent hereunder and ending on the fifth second (5th2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, restricted stock units, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales AgentsAgent, or and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, or securities convertible into or exchangeable exercisable for shares of Common Stock in connection with any joint ventureOrdinary Shares, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset offered and sold in a business synergistic with negotiated transaction to vendors, customers, strategic partners or potential strategic partners, or acquisition candidates the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the primary purpose of raising which is not to raise capital.

Notice of Other Sales. The Without the prior written consent of the Agents, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales 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 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 XXXXX, ASX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agents and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs, or securities convertible into or exchangeable exercisable for shares of Common Stock in connection with any joint ventureOrdinary Shares or ADSs, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset offered and sold in a business synergistic privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners who are (i) qualified institutional buyers and not more than three persons that are “accredited investors” within the meaning of such term under paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Rule 501 under the Securities Act or (ii) “professional” or “sophisticated” investors as such terms are defined in the Corporations Act and, in each case, otherwise conducted in a manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalADSs hereby.

Notice of Other Sales. The Without prior written notice to Aegis, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common Stockacquire, 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 the Sales Agents Aegis hereunder and ending on the fifth (5th) second Trading Day immediately following the final Settlement Date with respect to respecting Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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 managed equity facility or equity line transaction offer to sell, offering sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the thirtieth (30th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stockof: (1) Ordinary Shares, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii2) the Company’s issuance of 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 Aegis; and (including by email correspondence3) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable exercisable for shares of Common Stock Ordinary Shares as consideration for mergers, acquisitions, other business combinations, licensing agreements or strategic relationships, or offered and sold in connection with any joint ventureone or more privately negotiated transaction to vendors, commercial customers, strategic partners or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset potential strategic partners and otherwise conducted in a business synergistic manner so as not to be integrated with the business offering of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalOrdinary Shares hereby.

Notice of Other Sales. The During the pendency of any Placement Notice given hereunder, and for 5 Trading Days following the termination of any Placement Notice given hereunder, the Company (I) shall provide the Sales Agents Xxxxx notice 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 Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or 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 the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Ordinary Shares sold pursuant to such Placement Notice (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 managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)) 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 AgreementADSs; provided, however, that such notice requirements or restrictions, as the case may be, will shall not be required in connection with the (i) the Company’s issuance issuance, grant or sale of shares of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or warrants, including founder’s share warrants (BSPCE) and share warrants (BSA), other equity awards, awards pursuant to any equity incentive share option, share bonus or benefits plan, stock purchase plan, stock ownership other share plan or dividend reinvestment plan of arrangement described in the Company whether now in effect or hereafter implementedProspectus, (ii) the Company’s issuance of shares securities in connection with an acquisition, merger or sale or purchase of Common Stock assets, (iii) the issuance or sale of Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Xxxxx in advance, (iv) any Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrantswarrants (including founder’s share warrants (BSPCE) and share warrants (BSA), options options, free shares or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, outstanding or (iiiv) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable exercisable for shares of Common Stock Ordinary Shares or ADSs, offered and sold in connection a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company offering of the securities, businesses, property Ordinary Shares or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisitionADSs hereby, which includes, for the avoidance of doubt, the issuance shall only be to a person (or to of any securities in the equityholders context of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of convertible bond financing entered into between the Company and shall provide to the Company additional benefits Alpha Blue Ocean in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalJune 2020.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Class A Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockClass A Ordinary Shares, or warrants or any rights to purchase or acquire Common StockClass A 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 the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Class A Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockClass A Ordinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Class A Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Class A Ordinary Shares, options to purchase shares of Common StockClass A Ordinary Shares, other equity awards or shares of Common Stock Class A Ordinary Shares issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Class A 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 (including by email correspondence) to the Sales Agents, or and (iii) the Company’s issuance of shares of Common Stock Class A Ordinary Shares or securities convertible into or exchangeable for shares Class A Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of FBR, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents FBR hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, ; (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 (including by email correspondence) to the Sales AgentsFBR, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs, or securities convertible into or exchangeable exercisable for shares Ordinary Shares or ADSs, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock Ordinary Shares hereby and (iv) Ordinary Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, commercial strategic alliance or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalpartnership).

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than (A) the Placement Shares offered pursuant Lincoln Park Agreement, provided that with respect to such shares of Common Stock, provided that with respect to such shares of Common Stock referred to this Agreement and other than clause (B), the Company shall provide the Sales Agent notice as promptly as reasonably possible before it effects each sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or Lincoln Park Agreement) within the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances period referred to in compliance with the immediately preceding clause (I) above in this Section7(i)) 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 notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common StockOrdinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common StockOrdinary Shares, other equity awards or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 (including by email correspondence) to the Sales Agents, or and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice as promptly as reasonably possible possible, but in no event less than two (2) Trading Days, 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, or warrants or any rights to purchase or 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 the Sales Agents 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 managed continuous equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the Sales Agent’s prior written consent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common StockOrdinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 engage in any other “at-the-market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares of Common StockOrdinary Shares, other equity awards or shares of Common Stock Ordinary Shares issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without prior written notice to Agent, the Company will not, (IA) shall provide the Sales Agents notice as promptly as reasonably possible before it offers directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock ADSs or Underlying Shares (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth second (5th2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following the date of such suspension or termination), ; and (IIB) will not directly or indirectly in any other “at-the-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the second (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 termination sale of this Agreementall Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required apply in connection with the Company’s issuance, grant or sale of (i) the Company’s issuance or sale of shares of Common StockOrdinary Shares, ADSs, restricted stock units, options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options options, or other equity awardsthe vesting of any of the foregoing, pursuant to any equity incentive stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options options, convertible notes or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock Ordinary Shares, ADSs or securities convertible into or exchangeable for shares of Common Stock Ordinary Shares or ADSs issued in connection with any joint ventureprivately negotiated transactions to vendors, customers or other commercial or collaborative relationship strategic partners or potential commercial or strategic partners, as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the acquisition or license by the Company date of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, this Agreement which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall are not include a transaction in which the Company is issuing securities primarily issued for the purpose of capital raising capitalpurposes.

Notice of Other Sales. The Without prior written notice to Aegis, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock ADSs or Ordinary Shares (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockADSs, or Ordinary ADSs, warrants or any rights to purchase or acquire Common Stockacquire, ADSs or Ordinary Shares during the period beginning on the fifth second (5th2nd) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Aegis hereunder and ending on the fifth second (5th2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed equity facility or equity line transaction offer to sell, offering sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock ADSs or Ordinary Shares (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockADSs, Ordinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock ADSs or Ordinary Shares prior to the thirtieth (30th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) ADSs, Ordinary Shares, options to purchase shares of Common Stock, ADSs or Ordinary Shares or other equity awards or shares of Common Stock ADSs or Ordinary Shares issuable upon the exercise of options or other equity awardsoptions, pursuant to any equity incentive compensation plan, employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan (but not ADSs or Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) the Company’s issuance of shares of Common Stock ADSs or 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 (including by email correspondence) to the Sales AgentsAegis, or and (iii) the Company’s issuance of shares of Common Stock ADSs or Ordinary Shares or securities convertible into or exchangeable or exercisable for shares Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock assets or other business combinations, licensing agreements or strategic relationships, or offered and sold in connection one or more privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with any joint venturethe offering of ADSs hereby. Notwithstanding anything to the contrary in the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide Aegis notice at least ten (10) Business Days prior to the Company additional benefits in addition to the investment entry into any private or public offerings of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalequity.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 not, without prior written consent of the Sales Agent, directly or indirectly engage in any other “at-the-market” or managed continuous equity facility or transaction, other than equity line transaction transactions, 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)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 AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or Agent and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock in connection with any joint ventureas consideration for mergers, commercial acquisitions, sale or collaborative relationship purchase of assets or other business combinations or strategic alliances occurring after the acquisition or license by date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, or warrants or any rights to purchase or acquire Common StockOrdinary Shares, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents Agent hereunder and ending on the fifth third (5th3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth third (5th3rd) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly engage in any other “at-the-market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares, options to purchase shares Ordinary Shares or other securities, or grants of Common Stockany of the foregoing, other issuable under the Company’s then existing equity awards incentive plans, or shares of Common Stock Ordinary Shares issuable upon the exercise of options or vesting other equity awardssecurities, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or securities convertible into or exchangeable for shares Ordinary Shares as consideration for mergers, acquisitions, sale or purchase of Common Stock assets or other business combinations occurring after the date of this Agreement which are not issued for capital raising purposes, (iv) Ordinary Shares, offered and sold in a privately negotiated transaction to vendors, customers, lenders, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering hereby, and (v) Ordinary Shares in connection with any acquisition, debt financing, strategic investment or other similar transaction (including any joint venture, commercial strategic alliance or collaborative relationship or the acquisition or license by the Company of the securitiespartnership); provided, businesseshowever, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with that any such acquisition, which 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 business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but transaction shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalcapital or to an entity whose primary business is investing in securities. Notwithstanding the foregoing, the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including debt securities) in one or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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, or warrants or any rights to purchase or 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 the Sales Agents 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 engage in any other “at-the-market” or managed equity facility or equity line 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 and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock Stock, specifically relating to the registered “at-the-market” transaction, prior to the termination of this AgreementAgreement without the prior written consent of the Sales Agent; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awardsawards issued to employees, officers, directors, consultants or service providers, pursuant to any equity incentive stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implementedimplemented or other agreement duly authorized by the Company’s Board of Directors, (ii) the Company’s issuance of 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or and (iii) the Company’s issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued pursuant to or in connection with any joint venturemergers, acquisitions, sale or purchase of assets or other business combinations, commercial arrangements or collaborative relationship strategic transactions, including for strategic business partners, joint ventures and alliances, or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisitionlease lines, bank financings or other similar transactions, which issuance shall only be to a person (or are not issued solely for capital raising purposes. Subject to the equityholders of a person) which isexceptions above, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Company (I) shall provide the Sales Agents Agent notice 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 Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs, during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents 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 managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, options to purchase shares of Common StockOrdinary Shares or ADSs, other equity awards or shares of Common Stock Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, pursuant to any equity incentive employee or director share option or benefits plan, stock purchase plan, stock share ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs 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 EXXXX or otherwise in writing (including by email correspondence) to the Sales AgentsAgent, or (iii) Ordinary Shares or ADSs issuable pursuant to an equity line transaction (provided that notice to the Company’s issuance of shares of Common Stock Sales Agent pursuant to Section 7(h)(I) shall still apply for any such equity line transaction) and (iv) Ordinary Shares or ADSs or securities convertible into or exchangeable for shares Ordinary Shares or ADSs as consideration for mergers, acquisitions, sale or purchase of Common Stock in connection with any joint ventureassets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide the Sales Agent notice at least two (2) days prior to the Company additional benefits pursuing any private or public offerings of equity and/or other securities (including debt securities) in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalone or more transactions.

Notice of Other Sales. The Without the prior written consent of the Agents, the Company (I) shall provide the Sales Agents notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, or warrants or any rights to purchase or acquire Common Stockacquire, Ordinary Shares or ADSs during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agents hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to Placement Shares ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares ADSs 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-at the market” or managed continuous equity facility or equity line transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Ordinary Shares or ADSs (other than the Placement Shares ADSs offered pursuant to this Agreement and other than the sale of shares of Common Stock pursuant to advances or additional advances made under the Yorkville Securities Purchase Agreement and/or the X. Xxxxx Purchase Agreement (each as defined below); provided that the Company shall notify the Sales Agents of any such advances or additional advances in compliance with the immediately preceding clause (I)Agreement) or securities convertible into or exchangeable for shares of Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire, shares of Common Stock Ordinary Shares or ADSs prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, restrictions will not be required in connection with (i) the Company’s issuance or sale of shares of Common Stock(i) Ordinary Shares or ADSs, warrants or options to purchase shares of Common Stock, other equity awards Ordinary Shares or shares of Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awardswarrants, pursuant to any equity incentive employee or director stock option or benefits plan, stock purchase plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implementedimplemented or pursuant to any inducement award in accordance with Exchange rules, (ii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise or redemption of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing (including by email correspondence) to the Sales Agents, or (iii) the Company’s issuance of shares of Common Stock Ordinary Shares or ADSs or securities convertible into or exchangeable or redeemable for shares of Common Stock in connection Ordinary Shares or ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations, licensing arrangements or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes, and (iv) for the avoidance of doubt, non-public discussions or negotiations with respect to any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity pursuant to any equity plan assumed by the Company in connection with any such acquisition, which issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capitalforegoing.