Common use of Selling Restrictions Clause in Contracts

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates or any entity managed or controlled by the InvestorInvestor or any of its affiliates, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither none of the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, sell (i) engage in any securities Short Sales of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act)ii) hedging transaction, including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it such Restricted Person is unconditionally obligated to purchase under a pending Fixed Request VWAP Purchase Notice but has not yet taken possession of received from the Company or the Transfer Agent pursuant to this Agreement, so long as the Investor (X) such Restricted Person (or the Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that VWAP Purchase Notice to the Investor (purchaser thereof or the applicable Broker-Dealer, as applicable) shall not be required to cover any Dealer promptly upon such sales with the Restricted Person’s receipt of such Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 3.2 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions in accordance with Section 3.2 of this Agreement. Prior to and during , including, without limitation, within the Restricted Period, time period specified for receipt of such Shares by the Investor shall not grant any option to purchase or acquire any right to dispose its Broker-Dealer as DWAC Shares from the Company or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i)Transfer Agent. (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants GSK agrees that from and after for a period commencing on the date hereof through of the Closing and including ending on the 90th day next following earliest of (a) the termination third anniversary of this Agreement the date of the Closing, (b) the consummation of a Qualified IPO (as defined in the Investors Rights Agreement) and (c) the closing of a transaction in which a third party acquires a majority of the outstanding voting shares of the Company (the “Restricted Period”), neither the Investor GSK, nor any of its affiliates affiliates, shall offer, sell, contract to sell, pledge, grant an option to purchase, make a short sale or otherwise dispose of any Securities held by GSK or any of its affiliates, or grant an option or other rights to any person or entity to acquire any Securities (within i) to any person engaged in the meaning pharmaceutical or biotechnology industries or (ii) in excess of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities such amount as is necessary to avoid consolidation of the Company’s financial performance with the performance of GSK, except without the Shares prior written consent of the Company; provided that it owns or has notwithstanding anything in this Section 7.18 to the right to purchase as provided contrary, GSK and its affiliates shall be bound by the Market-Standoff Agreement in a Fixed Request NoticeSection 1.14 of the Investors Rights Agreement. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock consent of the Company it does shall not “own” be required for the transfers by GSK of all or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account a portion of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of Securities to its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into (a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice“Permitted Transferee”); provided, however, that the Investor (or the Broker-Dealersuch affiliate agrees to become a party to, as applicable) shall not and be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement bound by, all of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions conditions of this AgreementAgreement by duly executing and delivering a joinder agreement. Prior to During the two year period from and during after the expiration of the Restricted Period, the Investor GSK and/or its affiliates shall not offer, sell, contract to sell, pledge, grant any an option to purchase or acquire any right to dispose purchase, make a short sale or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted Securities purchased by GSK pursuant to this Section 5.10(i). (ii) In addition Agreement other than pursuant to a registration statement under the foregoing, in connection with any sale Securities Act or pursuant to Rule 144 under the Securities Act without the prior written consent of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock Shares of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock Shares of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common StockShares, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common StockShares, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) ), associates, agents or representatives nor any entity managed or controlled by the Investor shall, directly or indirectly, sell sell, buy or trade any securities of the Company, except the Shares that it owns or has the right shares of Common Stock issuable pursuant to purchase as provided in a Fixed Request Noticethis Agreement. During the Restricted Period, neither the Investor or any of its affiliates affiliates, associates, agents or representatives nor any entity managed or controlled by the Investor shall shall, directly or indirectly, sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Put Shares and Commitment Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates affiliates, associates, agents or representatives or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates affiliates, associates, agents or representatives nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates, associates, agents or representatives or any entity managed or controlled by the InvestorInvestor or any of its affiliates, except that the Investor may sell Commitment Shares, as well as Put Shares that it is obligated to purchase under a pending Fixed Request Put Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Put Shares purchased pursuant to such Fixed Request Put Notice; provided, however, that the Investor (or the Broker-Broker- Dealer, as applicable) shall not be required to cover any such sales with the Put Shares purchased pursuant to such Fixed Request Put Notice if (a) the Fixed Request Put Notice is terminated pursuant to a Cancellation Notice from the Company to the Investor as provided herein or otherwise, by mutual agreement of the Company and the Investor and, as a result of such termination, no Put Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Put Shares to the Investor on the applicable Settlement Closing Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor or any of its affiliates, associates, agents or representatives and any entity managed or controlled by the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither none of the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, sell (i) engage in any securities Short Sales of the CompanyCommon Shares or (ii) hedging transaction, except the Shares that it owns or has the right to purchase as provided in which establishes a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a net short position with respect to shares the Common Shares, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Stock Shares equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it such Restricted Person is unconditionally obligated to purchase under a pending Fixed Request VWAP Purchase Notice but has not yet taken possession of received from the Company or the Transfer Agent pursuant to this Agreement, so long as the Investor (X) such Restricted Person (or the Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that VWAP Purchase Notice to the Investor (purchaser thereof or the applicable Broker-Dealer, as applicable) shall not be required to cover any Dealer promptly upon such sales with the Restricted Person’s receipt of such Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 3.2 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions in accordance with Section 3.2 of this Agreement. Prior to and during , including, without limitation, within the Restricted Period, time period specified for receipt of such Shares by the Investor shall not grant any option to purchase or acquire any right to dispose its Broker-Dealer as DWAC Shares from the Company or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i)Transfer Agent. (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s Investor or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates or any entity managed or controlled by the InvestorInvestor or any of its affiliates, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article IX (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning none of the Exchange Act) nor any entity managed Investor, its sole member, its officers, or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of its affiliates shall enter into the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except Shares that the Investor may sell Shares that it is unconditionally obligated to purchase under a any pending Fixed Request VWAP Purchase Notice or any pending Intraday VWAP Purchase Notice (as applicable), but has not yet taken possession of received from the Company or its Transfer Agent pursuant to this Agreement, so long as (X) the Investor (or the its Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with pending VWAP Purchase Notice and the Shares purchased pursuant to such Fixed Request pending Intraday VWAP Purchase Notice if (aas applicable) to the Fixed Request is terminated by mutual agreement purchaser thereof or the applicable Broker-Dealer promptly upon the Investor’s receipt of such Shares from the Company and the Investor and, as a result in accordance with Section 3.3 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails nor its Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by the Investor as DWAC Shares on the applicable Settlement Purchase Share Delivery Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(iVWAP Purchase and on the applicable Purchase Share Delivery Date for such Intraday VWAP Purchases (as applicable). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, including the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof of this Agreement through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning none of the Exchange Act) nor any entity managed Investor, its sole member, its officers, or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of its affiliates shall enter into the Ordinary Shares or (ii) hedging transaction, which establishes a net short position with respect to shares the Ordinary Shares, with respect to each of Common Stock of clauses (i) and (ii) hereof, either for its own account or for the Company, including in any account of any other Restricted Person. Notwithstanding the Investor’s foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or in any account directly or indirectly managed or controlled by (2) selling a number Ordinary Shares equal to the Investor or any number of its Affiliates or any entity managed or controlled by the Investor, except Shares that the Investor may sell Shares that it is unconditionally obligated to purchase under a any pending Fixed Request VWAP Purchase Notice or any pending Intraday VWAP Purchase Notice (as applicable), but has not yet taken possession of received from the Company or its Transfer Agent pursuant to this Agreement, so long as (X) the Investor (or the its Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with pending VWAP Purchase Notice and the Shares purchased pursuant to such Fixed Request pending Intraday VWAP Purchase Notice if (aas applicable) to the Fixed Request is terminated by mutual agreement purchaser thereof or the applicable Broker-Dealer promptly upon the Investor’s receipt of such Shares from the Company and the Investor and, as a result in accordance with Section 3.3 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails nor its Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by the Investor as DWAC Shares on the applicable Settlement Purchase Share Delivery Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(iVWAP Purchase and on the applicable Purchase Share Delivery Date for such Intraday VWAP Purchases (as applicable). (ii) . In addition to the foregoing, in connection with any sale of the Company’s securities Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, including the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “"Restricted Period”"), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “"own” " or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s 's or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s 's securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; providedprovided , howeverhowever , that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. A. Except as set forth in this Section 4.2(A), GSK agrees that it shall not sell, transfer, pledge, hypothecate or otherwise dispose of (ieach a “Transfer”) any of the Shares purchased at the Closing prior to the first anniversary of the Closing and, thereafter only in compliance with Rule 144 or other applicable exemption from registration under the Securities Act. The Investor covenants restriction on Transfer set forth in this Section 4.2 shall not apply to Transfers to a subsidiary or parent of GSK or to “affiliates” (as defined in Rule 405 of the Securities Act) or stockholders of GSK, provided that from and after each transferee agrees in writing as a condition precedent to such Transfer to be bound by the date hereof through and including the 90th day next following the termination terms of this Agreement Agreement. For as long as GSK and its affiliates together own more than five percent (5%) of the “Restricted Period”)outstanding shares of Common Stock, neither GSK shall give the Investor nor Company written notice of any intended Transfer of any of the Shares not later than the time of such Transfer. GSK also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar to restrict the transfer of the Shares except in compliance with this Section 4.2. B. GSK agrees that it shall not, and it shall cause its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shallnot to, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company that it (or its affiliate) does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 200(b) and (c) of Regulation SHO promulgated by the Commission SEC under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to GSK shall not, and during the Restricted Period, neither the Investor nor any of shall cause its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall not to, (i) enter into a short position with respect to any shares of Common Stock of the CompanyStock, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicableii) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable for, or warrants to purchase, for any shares of Common Stock, or (iii) enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the any shares of Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither none of the Investor nor Investor, any of its affiliates (within the meaning of the Exchange Act) nor officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, sell (i) engage in any securities Short Sales of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act)ii) hedging transaction, including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it such Restricted Person is unconditionally obligated to purchase under a pending Fixed Request VWAP Purchase Notice but has not yet taken possession of received from the Company or the Transfer Agent pursuant to this Agreement, so long as the Investor (X) such Restricted Person (or the Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that VWAP Purchase Notice to the Investor (purchaser thereof or the applicable Broker-Dealer, as applicable) shall not be required to cover any Dealer promptly upon such sales with the Restricted Person’s receipt of such Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 3.2 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions in accordance with Section 3.2 of this Agreement. Prior to and during , including, without limitation, within the Restricted Period, time period specified for receipt of such Shares by the Investor shall not grant any option to purchase or acquire any right to dispose its Broker-Dealer as DWAC Shares from the Company or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i)Transfer Agent. (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the CompanyStock, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request NoticeNotice and the Commitment Shares. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock Shares of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock Shares of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common StockShares, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common StockShares, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from commencing upon the execution of this Agreement on the Commencement Date and after ending on the date hereof through and including the 90th day next following the of any termination of this Agreement pursuant to Section 7.1 or Section 7.2 (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, sell (i) engage in any securities Short Sales of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act)ii) hedging transaction, including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own account or for the account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except Shares that the Investor may sell Shares that it is unconditionally obligated to purchase under a pending Fixed Request Notice VWAP Purchase Notice, but has not yet taken possession of received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or the its Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor pending VWAP Purchase Notice (or the Broker-Dealer, as applicable) shall not be required to cover any the purchaser thereof promptly upon the Investor’s receipt of such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 2.4 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or its transfer agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions for such VWAP Purchase (as applicable) in accordance with Section 2.4 of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above)Securities, the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither none of the Investor nor Investor, its sole member, any of its affiliates (within the meaning of the Exchange Act) nor any entity managed their respective officers, or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of its affiliates shall enter into the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own account or for the account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except Shares that the Investor may sell Shares that it is unconditionally obligated to purchase under a any pending Fixed Request VWAP Purchase Notice or any pending Intraday VWAP Purchase Notice (as applicable), but has not yet taken possession of received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or the its Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with pending VWAP Purchase Notice and the Shares purchased pursuant to such Fixed Request pending Intraday VWAP Purchase Notice if (aas applicable) to the Fixed Request is terminated by mutual agreement purchaser thereof promptly upon the Investor’s receipt of such Shares from the Company and the Investor and, as a result in accordance with Section 3.3 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or its transfer agent shall have failed for any reason to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.the

Selling Restrictions. (i) The Investor covenants that from and after the date hereof hereof, through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), ) neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, shall directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request an Advance Notice. During the Restricted Period, neither the Investor or nor any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act)receive, including Shares shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or of any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s Investor or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice Advance Notice, but has not yet taken possession of so long as the Investor (or the Brokerbroker-Dealer, dealer as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Advance Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Advance Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Closing Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares Shares of Common Stock or any securities convertible into or exercisable excercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i6.13(i). (ii) In addition to the foregoing, in connection with any the sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company (or any derivative instrument based on the securities of the Company), except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company (or any derivative instrument based on the Common Stock of the Company), including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning none of the Exchange Act) nor any entity managed Investor, its officers, its sole member, or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of its affiliates shall enter into the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own account or for the account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except Shares that the Investor may sell Shares that it is unconditionally obligated to purchase under a pending Fixed Request VWAP Purchase Notice but has not yet taken possession of received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or the its Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that VWAP Purchase Notice to the Investor (or purchaser thereof promptly upon the Broker-Dealer, as applicable) shall not be required to cover any Investor’s receipt of such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 3.2 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or its transfer agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions in accordance with Section 3.2 of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Except as expressly set forth below, the Investor covenants that from and after the date hereof Closing Date through and including the 90th day Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), neither none of the Investor nor Investor, any of its affiliates (within the meaning of the Exchange Act) nor officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, sell (i) engage in any securities Short Sales of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act)ii) hedging transaction, including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it such Restricted Person is unconditionally obligated to purchase under a pending Fixed Request VWAP Purchase Notice but has not yet taken possession of received from the Company or the Transfer Agent pursuant to this Agreement, so long as the Investor (X) such Restricted Person (or the Broker-Dealer, as applicable) covers any such sales with delivers the Shares purchased pursuant to such Fixed Request Notice; provided, however, that VWAP Purchase Notice to the Investor (purchaser thereof or the Broker-Dealer, as applicable) shall not be required to cover any applicable Broker- Dealer promptly upon such sales with the Restricted Person’s receipt of such Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of from the Company and the Investor and, as a result in accordance with Section 3.2 of such termination, no Shares are delivered to the Investor under this Agreement or and (bY) neither the Company otherwise fails or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor as DWAC Shares on the applicable Settlement VWAP Purchase Share Delivery Date upon the terms and subject to the provisions in accordance with Section 3.2 of this Agreement. Prior to and during , including, without limitation, within the Restricted Period, time period specified for receipt of such Shares by the Investor shall not grant any option to purchase or acquire any right to dispose its Broker-Dealer as DWAC Shares from the Company or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i)Transfer Agent. (ii) In addition to the foregoing, in connection with any sale of the Company’s securities Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) ), associates, agents or representatives nor any entity managed or controlled by the Investor shall, directly or indirectly, sell sell, buy or trade any securities of the Company, except (a) the Shares that it owns shares of Common Stock issuable pursuant to this Agreement, (b) securities owned on the date of this Agreement and (c) securities issued to the Investor directly by the Company, pursuant to existing or has the right future agreements from time to purchase as provided in a Fixed Request Noticetime. During the Restricted Period, neither the Investor or any of its affiliates affiliates, associates, agents or representatives nor any entity managed or controlled by the Investor shall shall, directly or indirectly, sell any shares of Common Stock of the Company it does not “own” or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Put Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates affiliates, associates, agents or representatives or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates affiliates, associates, agents or representatives nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates affiliates, associates, agents or representatives or any entity managed or controlled by the InvestorInvestor or any of its affiliates, except that the Investor may sell Put Shares that it is obligated to purchase under a pending Fixed Request Put Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Put Shares purchased pursuant to such Fixed Request Put Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Put Shares purchased pursuant to such Fixed Request Put Notice if (a) the Fixed Request Put Notice is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Put Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Put Shares to the Investor on the applicable Settlement Closing Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor or any of its affiliates, associates, agents or representatives and any entity managed or controlled by the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Selling Restrictions. (i) The Investor covenants that from and after the date hereof through and including the 90th day next following the termination of this Agreement (the “"Restricted Period”"), neither the Investor nor any of its affiliates (within the meaning of the Exchange Act) nor any entity managed or controlled by the Investor shall, directly or indirectly, sell any securities of the Company, except the Shares that it owns or has the right to purchase as provided in a Fixed Request Notice. During the Restricted Period, neither the Investor or any of its affiliates nor any entity managed or controlled by the Investor shall sell any shares of Common Stock of the Company it does not “"own” " or have the unconditional right to receive under the terms of this Agreement (within the meaning of Rule 200 of Regulation SHO promulgated by the Commission under the Exchange Act), including Shares in any account of the Investor or in any account directly or indirectly managed or controlled by the Investor or any of its affiliates or any entity managed or controlled by the Investor. Without limiting the generality of the foregoing, prior to and during the Restricted Period, neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor or any of its affiliates shall enter into a short position with respect to shares of Common Stock of the Company, including in any account of the Investor’s 's or in any account directly or indirectly managed or controlled by the Investor or any of its Affiliates or any entity managed or controlled by the Investor, except that the Investor may sell Shares that it is obligated to purchase under a pending Fixed Request Notice but has not yet taken possession of so long as the Investor (or the Broker-Dealer, as applicable) covers any such sales with the Shares purchased pursuant to such Fixed Request Notice; provided, however, that the Investor (or the Broker-Dealer, as applicable) shall not be required to cover any such sales with the Shares purchased pursuant to such Fixed Request Notice if (a) the Fixed Request is terminated by mutual agreement of the Company and the Investor and, as a result of such termination, no Shares are delivered to the Investor under this Agreement or (b) the Company otherwise fails to deliver such Shares to the Investor on the applicable Settlement Date upon the terms and subject to the provisions of this Agreement. Prior to and during the Restricted Period, the Investor shall not grant any option to purchase or acquire any right to dispose or otherwise dispose for value of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Common Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock, except for such sales expressly permitted by this Section 5.10(i). (ii) In addition to the foregoing, in connection with any sale of the Company’s 's securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.