Noncontravention. The execution and delivery of this Agreement and the Master Forward Confirmation, the sale and delivery of the Common Shares to be sold by the Selling Stockholder and the delivery (or deemed delivery) of any Forward Settlement Shares by the Selling Stockholder and the consummation of the transactions contemplated herein and compliance by the Selling Stockholder with its obligations hereunder and under the Master Forward Confirmation do not and will not, whether with or without the giving of notice or passage of time or both, # conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Common Shares to be sold by the Selling Stockholder, or the Forward Settlement Shares delivered (or deemed delivered) by the Selling Stockholder under the Master Forward Confirmation, or any property or assets of the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is subject, # result in any violation of the provisions of the certificate of formation or limited liability company agreement or other organizational instrument of the Selling Stockholder, if applicable, or # result in any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of its properties, except, in the case of [clauses (i) and (iii) above], for any conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Shareholder or materially and adversely affect the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement.

If the Company has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholder shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide each selling Stockholder with revised prospectuses and, following receipt of the revised prospectuses, the selling Stockholder shall be free to resume making offers of the Registrable Shares.

The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Note Conversion Agreement. Holders must complete and deliver this notice and questionnaire (“Notice and Questionnaire”) in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

Accuracy of the Company’s and the Selling Stockholder’s Representations and Warranties; Performance by the Company and the Selling Stockholder. The Company and the Selling Stockholder shall have each delivered any certificates, opinions and letters of counsel and accountants’ letter, as applicable, as required to be delivered pursuant to Section 4 on or before the date on which delivery of such certificate is required pursuant to Section 4 hereof. The Selling Stockholder and the Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder or the Company, as applicable, at or prior to such date, including, but not limited to, the covenants contained in Section 4(b)(iii).

No Guarantee of Placement, Etc. The Selling Stockholder acknowledges and agrees that # there can be no assurance that the Agent will be successful in placing Shares; # the Agent will incur no liability or obligation to the Selling Stockholder or any other Person if it does not sell Shares; and # the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Selling Stockholder.

Any certificate signed by any officer or other authorized signatory of the Selling Stockholder and delivered to the Forward Purchaser or to counsel for the Forward Purchaser shall be deemed a representation and warranty by the Selling Stockholder to the Agent as to the matters covered thereby.

Type and Amount of other securities beneficially owned by the Selling Stockholder:

“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3.1.

No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any # "short sale" (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Ordinary Shares or # hedging transaction, which establishes a net short position with respect to the Ordinary Shares.