Other Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, # any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000); or # any breach or default by Borrower, the result of which could have a material adverse effect on Borrower’s business;

Other Agreements. Consultant hereby represents that Consultant is not a party to any other agreements or commitments that would hinder Consultant’s performance of the Services, other than those disclosed to Company in advance of the execution of this Agreement. During the term of this Agreement, Consultant agrees not to engage in consulting or the delivery of any other services or business activity which would interfere with the performance of the Services by Consultant.

If a Party breaches any of its material obligations under the Agreement with respect to any Run subject to the Committed Run Resources, the Party not in default may give the breaching party written notice specifying the nature of the default and stating its intention to terminate this Agreement if such breach is not cured and in such case the breaching Party shall act promptly and in good faith to cure such breach. If such breach is not cured within ​ (or ​ with respect to breach of a payment obligation) after the receipt of such notice, the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written notice to the other Party.

Breach of Certain Covenants. The breach by any Borrower of any of the terms or provisions of [Sections 7.1, 7.2(A), 7.2(B), 7.2(C), 7.2(K), 7.2(L), 7.3 or 7.4]4]4]4]4]4]4]4].

Breach of Certain Covenants. The Borrower shall fail to perform or observe any covenant, condition or agreement contained in Section 5.01(i), 5.03(b) (with respect to the existence of the Borrower or any Subsidiary Guarantor), 5.12 or Article VI;

Borrower shall fail to perform or comply with any covenant, term, or condition contained in Article VI of this Agreement;

Breach of Certain Provisions. Failure of the Borrower to perform or comply with any term or condition contained in [Sections 6.1(f), 6.3 or 8.1]1]1], or in Article VII; or

Other Underwriting Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

Certain Other Fees. The Borrower agrees to pay to the Agent, for its own account, fees payable in the amounts and at the times separately agreed upon among the Borrowers and the Agent.