No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to [Section 23], neither of the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.

Offer Space. Notwithstanding anything to the contrary in this Lease, ​ and ​ acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.

Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than ​ or this offer will be considered withdrawn.

Procedure for Offer. From time to time, prior to leasing the First Offer Space to a third party, ​ shall deliver written notice to ​ (the “First Offer Notice“) describing First Offer Space (or portion thereof) that is then available and pursuant to such First Offer Notice, ​ shall offer to lease to ​ the First Offer Space described in the First Offer Notice. ​ shall not deliver a First Offer Notice to ​ less than one (1) month, or more than twelve (12) months, prior to the anticipated execution date of a lease for the applicable First Offer Space. The First Offer Notice shall describe space so offered to ​ and shall set forth the rent and the other economic terms upon which ​ is willing to lease the First Offer Space to ​, as well as the date(s) on which the First Offer Space will be available to be delivered to ​ for the purposes of allowing ​ to construct improvements therein and/or occupy the First Offer Space. The rentable square footage of the First Offer Space shall be as set forth in the First Offer Notice. If a First Offer Notice includes space in addition to First Offer Space, then such additional space shall be considered part of the “First Offer Space” for purposes of such First Offer Notice only and all the terms and provisions of this [Section 1.3.2] shall apply to such additional space as though it were part of the First Offer Space for purposes of such First Offer Notice only.

Communication of Offer. No Holder is purchasing the Securities as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

that certain letter agreement Re: Reload Offer of Common Stock Purchase Warrants, dated as of ​, by and between ​ and ​; and

to Third Parties who make, sell, offer to sell, export, import, distribute or otherwise commercialize any ​ Product or who make, sell, offer to sell, export, import, distribute or otherwise commercialize any Covered Third Party Product or Customer Standstill Product, and who have a need to know, but only to the extent of such need to know and only under obligations of confidentiality at least as stringent as those contained herein.

use ​ Product, and to use, make, have made, sell, offer to sell and import ​ products that incorporate or are otherwise adapted to operate with ​ Product. ​ shall further have the right to extend to direct or indirect customers of ​ a license under all of ​’s Patent rights in the ​ Product to use, sell, offer to sell or import ​ products that incorporate or are otherwise adapted to operate with ​ Product.