Common use of Restriction on Issuances Clause in Contracts

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectus, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectus, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which under any agreements that the Company may have been approved with such persons, or as may be determined by the Company’s stockholdersCompensation Committee of the Board of Directors, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8, or (5) the issuance of shares of Common Stock in connection with any strategic investment or alliance, joint venture or corporate partnership arrangement that may be entered into by the Company that is valued at $10 million or more. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 90 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the ProspectusSEC Reports, or (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, plan described in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8SEC Reports. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A..

Restriction on Issuances. The During the period commencing on the date of this Agreement and ending on the date which is 60 days from the date of this Agreement, the Company hereby agrees thatshall provide the Lender exclusivity on any funding or investments, except for Exempt Issuances. During the period commencing on the date of this Agreement and ending on the date which is 90 business days from the date of this Agreement; other than in an Exempt Issuance (as defined below), the Company shall not issue or sell any New Securities (as defined below) without the prior written consent of the RepresentativeBuyer, it will notto be given or withheld in the sole discretion of the Buyer. For purposes herein, during “New Securities” means, collectively, equity securities or debt securities of the period ending 180 days after the date hereof (“Lock-Up Period”)Company, (i) offerwhether or not currently authorized, pledgeas well as any Convertible Securities or other rights, issue, sell, contract to sell, purchase, contract to purchase, lendoptions, or otherwise transfer warrants to purchase such equity securities or dispose ofdebt securities, directly or indirectlysecurities of any type whatsoever that are, any shares of Common Stock or any securities may become, convertible or exchangeable into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to anothersuch equity securities. For purposes herein, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) “Exempt Issuance” means the issuance of Common Stock upon the exercise of (a) Ordinary Shares, RSUs, or options or warrants disclosed as outstanding (or Ordinary Shares underlying Options or RSUs) to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectusemployees, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employeesadvisors or independent contractors of the Company for compensatory purposes; provided, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which have been that such issuance is approved by a majority of the Company’s stockholdersBoard, (b) securities upon the exercise or (4) the filing vesting of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) any securities of the Company issues an earnings release that are outstanding on or material news, or a material event relating to the Company occurs, during the last 17 days as of the Lock-Up Period, date hereof that are convertible or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension in writing. The Company’s officers, directors or, to the knowledge exercisable into other securities of the Company, (c) securities issued pursuant to acquisitions or any five percent (5%) or greater shareholder other strategic transactions approved by a majority of the disinterested members of the Board; provided, that such acquisitions and other strategic transactions shall not include a transaction in which the Company shall each sign a Lock-Up Agreement is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) any capital raise in whatever form or format with CTAM or its affiliates, (e) any Ordinary Shares or securities exercisable into Ordinary Shares that may be issued or certain existing or former debtholders of the form of Addendum A.Company, or (f) the Replacement SEPA (as defined below).

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectus, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which under any agreements that the Company may have been approved with such persons, or as may be determined by the Company’s stockholders, Compensation Committee of the Board of Directors or (4) the filing of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the ProspectusSEC Reports, or (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, plan described in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8SEC Reports. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectus, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A.

Restriction on Issuances. The During the period commencing on the date of this Agreement and ending on the date which is 25 business days from the date of this Agreement, the Company hereby agrees thatshall provide the Lender exclusivity on any funding or investments, except for Exempt Issuances. During the period commencing on the date of this Agreement and ending on the date which is 25 business days from the date of this Agreement; other than in an Exempt Issuance (as defined below), the Company shall not issue or sell any New Securities (as defined below) without the prior written consent of the RepresentativeBuyer, it will notto be given or withheld in the sole discretion of the Buyer. For purposes herein, during “New Securities” means, collectively, equity securities or debt securities of the period ending 180 days after the date hereof (“Lock-Up Period”)Company, (i) offerwhether or not currently authorized, pledgeas well as any Convertible Securities or other rights, issue, sell, contract to sell, purchase, contract to purchase, lendoptions, or otherwise transfer warrants to purchase such equity securities or dispose ofdebt securities, directly or indirectlysecurities of any type whatsoever that are, any shares of Common Stock or any securities may become, convertible or exchangeable into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to anothersuch equity securities. For purposes herein, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) “Exempt Issuance” means the issuance of Common Stock upon the exercise of (a) Ordinary Shares, RSUs, or options or warrants disclosed as outstanding (or Ordinary Shares underlying Options or RSUs) to be outstanding in connection with the Placement) in the Preliminary Prospectus and the Prospectusemployees, (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employeesadvisors or independent contractors of the Company for compensatory purposes; provided, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, in each case which have been that such issuance is approved by a majority of the Company’s stockholdersBoard, (b) securities upon the exercise or (4) the filing vesting of a registration statement or amendment to a registration statement on Form S-8. Notwithstanding the foregoing, if (x) any securities of the Company issues an earnings release that are outstanding on or material news, or a material event relating to the Company occurs, during the last 17 days as of the Lock-Up Period, date hereof that are convertible or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension in writing. The Company’s officers, directors or, to the knowledge exercisable into other securities of the Company, (c) securities issued pursuant to acquisitions or any five percent (5%) or greater shareholder other strategic transactions approved by a majority of the disinterested members of the Board; provided, that such acquisitions and other strategic transactions shall not include a transaction in which the Company shall each sign a Lock-Up is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) any capital raise in whatever form or format with CTAM or its affiliates, (e) any Ordinary Shares or securities exercisable into Ordinary Shares that may be issued or certain existing or former debtholders of the Company, (f) (g) pursuant to the Stock Purchase Agreement in as between the form of Addendum A.Investor and the Company dated April 19, 2024 (the “Replacement SEPA”).

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agents, it will not, during the period ending 180 90 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the ProspectusSEC Reports, or (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, plan described in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8SEC Reports. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives Placement Agents waive such extension in writing. The Company’s officers, directors or, Company further agrees to cause each executive officer and director listed in Exhibit A to furnish to the knowledge of Placement Agents, prior to the CompanyClosing Date, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement letter, substantially in the form of Addendum A.Exhibit B hereto.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 90 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the ProspectusSEC Reports, or (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, plan described in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8SEC Reports. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, Company further agrees to cause each executive officer and director listed in Exhibit A to furnish to the knowledge of Placement Agent, prior to the CompanyClosing Date, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement letter, substantially in the form of Addendum A.Exhibit B hereto.

Restriction on Issuances. The Company hereby agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, during the period ending 180 90 days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common StockStock (other than registration statements on Form S-8). The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants disclosed as outstanding (or to be outstanding in connection with the Placement) in the Preliminary Prospectus and the ProspectusSEC Reports, or (3) the issuance of Common Stock, stock options, stock appreciation rights, restricted stock units, or other forms of equity compensation as bona fide compensation to the Company’s officers, directors, employees, consultants or agents under the Company’s equity incentive plans or employee stock purchase plan, plan described in each case which have been approved by the Company’s stockholders, or (4) the filing of a registration statement or amendment to a registration statement on Form S-8SEC Reports. Notwithstanding the foregoing, if (x) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative Placement Agent waives such extension in writing. The Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company shall each sign a Lock-Up Agreement in the form of Addendum A..