Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of # Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; and # Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent; # Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby; and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without the prior written consent of the 1">Agent,1">Agent (which shall not be unreasonably withheld, conditioned or delayed), the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not 3">be required3">apply in connection with the Company’s issuance or sale of # Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of 5">options,5">options or other equity awards, pursuant to any 7">employee or director stock9"> option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; 11">and # Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the 13">Agent;13">Agent, # Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock 15">hereby;15">hereby and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Notice of Other Sales. Without 1">the prior written 3">consent of the3">notice to Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to 5">the Agent hereunder and ending on the 7">third (3rd)7">second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of # Common Stock, 9">restricted stock units, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter 11">implemented; and11">implemented, # Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the 13">Agent;13">Agent, and # Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a 15">privately negotiated transaction to vendors, customers, strategic partners or potential strategic 17">partners17">partners, acquisition candidates or other investors conducted in a manner so as not to be integrated with the offering of Common Stock 19">hereby; and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).19">hereby.

Notice of Other Sales. Without 1">the prior written 3">consent of3">notice to the 5">Agent,5">Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to 7">the7">an Agent hereunder and ending on the 9">third (3rd)9">second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of # Common Stock, 11">restricted stock units, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter 13">implemented; and13">implemented, # Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the 15">Agent;15">Agents, and # Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a 17">privately negotiated transaction to vendors, customers, strategic partners or potential strategic 19">partners19">partners, acquisition candidates or other investors conducted in a manner so as not to be integrated with the offering of Common Stock 21">hereby; and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).21">hereby.

Notice of Other Sales. Without 1">the prior written 3">consent of the3">notice to Agent, the Company will not,5"> on its own behalf, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to7"> the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of # Common Stock, 9">restricted stock units, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter 11">implemented; and11">implemented, # Common Stock issuable upon conversion of securities or the exercise of warrants, 13">options13">options, convertible notes or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the 15">Agent;15">Agent and # Common 17">Stock,17">Stock or securities convertible into or 19">exercisable19">exchangeable for 21">shares of Common 23">Stock, offered and sold23">Stock issued in25"> a privately negotiated 27">transaction27">transactions to vendors, 29">customers,29">customers or other commercial or strategic partners or potential 31">commercial or strategic 33">partners33">partners, as consideration for mergers, acquisitions, other business combinations, in connection with any credit facility or 35">a firm commitment equity line with an investor acquiring securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, or in other 37">investors37">transactions conducted in a manner so as not to be integrated with the 39">offering of Common Stock 41">hereby; and # Common Stock in connection with41">offered under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the Securities Act, or require the Company to provide notice to the Agent of any 43">acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).43">filing thereof.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 1">Common Stock1">Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable 3">or exercisable for 5">Common Stock,5">Shares, warrants or any rights to purchase or 7">acquire, Common Stock7">acquire Shares during the period beginning on9"> the fifth Trading Day immediately prior to the date on which any Placement Notice is delivered to 11">the Agent hereunder and ending on the 13">third (3rd)13">second Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the 15">market”15">market offering” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any 17">Common Stock17">Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable 19">or exercisable for 21">Common Stock,21">Shares, warrants or any rights to purchase or acquire, 23">Common Stock23">Shares prior to25"> the later of the termination of this 27">Agreement;27">Agreement and the sixtieth day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice; provided, however, that such restrictions will not be required in connection with the Company’s issuance or sale of # 29">Common Stock,29">Shares, options to purchase 31">Common Stock31">Shares, other securities under the Company’s existing equity incentive plans, or 33">Common Stock33">Shares issuable upon the exercise of 35">options,35">options or vesting of other securities, pursuant to any employee or director 37">stock37">share option or benefits plan, 39">stock39">share ownership plan or dividend reinvestment plan (but not 41">Common Stock41">Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter 43">implemented; and43">implemented, # 45">Common Stock45">Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the 47">Agent;47">Agent and # 49">Common Stock,49">Shares or securities convertible into or 51">exercisable51">exchangeable for 53">Common Stock, offered and sold in a privately negotiated transaction to vendors, customers,53">Shares as consideration for mergers, acquisitions, other business combinations or strategic 55">partners or potential strategic partners or other investors conducted in a manner so as55">alliances occurring after the date of this Agreement which are not 57">to be integrated with the offering of Common Stock hereby; and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).57">issued for capital raising purposes.

Notice of Other Sales. 1">Without1">During the 3">prior written consent3">pendency of 5">any Placement Notice given hereunder, and for 3 trading days following the 7">Agent,7">termination of any Placement Notice given hereunder, the Company 9">will not, directly or indirectly, offer9">shall provide the Agent notice as promptly as reasonably possible before it offers to sell, 11">sell, contract11">contracts to sell, 13">grant13">sells, grants any option to sell or otherwise 15">dispose15">disposes of any17"> shares of Common Stock (other than 19">the Placement Shares offered pursuant to21"> the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or 23">acquire,23">acquire Common 25">Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement;25">Stock; provided,27"> however, that such 29">restrictions will29">notice shall not be required in connection with the 31">Company’s issuance31"># issuance, grant or sale of33"> # Common Stock, options to purchase35"> shares of Common Stock or Common Stock issuable upon the exercise of 37">options,37">options or other equity awards pursuant to any 39">employee39">stock incentive plan or 41">director41">other stock 43">option43">plan or 45">benefits plan, stock ownership plan45">arrangement described in the Prospectus or47"> pursuant to any qualifying employment inducement award under the Exchange rules, # the issuance of securities in connection with an acquisition, merger or sale or purchase of assets or # the issuance or sale of Common Stock pursuant to any dividend reinvestment plan 49">(but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of49">that the Company 51">whether now51">may adopt from time to time provided the implementation of such is disclosed to the Agent in 53">effect or hereafter implemented; and53">advance, # 55">Common Stock55">any shares of common stock issuable upon 57">the exchange, conversion59"> or redemption of securities or the exercise of warrants, options or other rights in effect or 61">outstanding, and disclosed in filings by61">outstanding or # filing of any registration statement under the 63">Company available on EDGAR63">Securities Act, or 65">otherwise in writing65">any pre-effective or post-effective amendment or prospectus supplement thereto, other than the Registration Statement, relating to the 67">Agent; # Common Stock,67">Placement Shares or 69">securities convertible into or exercisable for Common Stock, offered and sold in69">that is intended to commence a 71">privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners71">public offering of equity, equity-linked or other 73">investors conducted in a manner so as not to be integrated with73">derivative securities of the 75">offering of Common Stock hereby; and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).75">Company.