Prohibition of Short Sales and Hedging Transactions. ​ agrees that beginning on the date of this Agreement and ending on the next Business Date following the termination of this Agreement as provided in Section 11, ​ and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any # “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or # hedging transaction, which establishes a net short position with respect to the Common Stock.

Short Sales. Holder represents and agrees, as applicable: # Holder has not prior to the date hereof, entered into or effected any Short Sales; and # so long as the Note remains outstanding, Holder will not enter into or effect any Short Sales. The Company acknowledges and agrees that upon submission of a Conversion Notice as set forth herein, Holder immediately owns the Common Stock described in the Conversion Notice and any sale of that Common Stock issuable under such Conversion Notice would not be considered short sales. For purposes herein, “Short Sales” shall mean entering into any short sale or other hedging transaction which establishes a net short position with respect to the Company’s Common Stock.

Hedging Transactions. The Lender shall not engage in any hedging transaction with respectto the Exchange Securities before the distribution compliance period expires unless in compliance with the Securities Act.

NO SHORT SALES. No short sales shall be permitted by the Investor or its affiliates.

Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

Since January 16, 2015, [[Organization B:Organization]] has not engaged in any buys or sales involving the securities of [[Organization C:Organization]] (including, without limitation, any Short Sales involving [[Organization C:Organization]]’s securities). [[Organization B:Organization]] covenants that it will # maintain the confidentiality of all information acquired as a result of the transactions contemplated herein and # not engage in any purchases or sales of the securities of [[Organization C:Organization]] (including Short Sales), in each case prior to the time that the transactions contemplated by this Agreement are publicly disclosed. [[Organization B:Organization]] agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, and “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) (including on a total return basis), and sales and other transactions through non-US broker-dealers or foreign regulated brokers.

In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

No Shorting. The Investor agrees that 80 long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respec.t to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [Sections 3.2(f) and 4.14] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers Purchaser may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.