Common use of Trading Restrictions Clause in Contracts

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each The Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Salesshort sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date (as defined in the Registration Rights Agreement) of the initial Shelf Registration Statement covering all the Registrable Shares to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing DateDate and (iii) the date this Agreement is terminated pursuant to Section 1.4. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such the Investor nor any of such Affiliatesaffiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 5.9 shall prohibit such the Investor (or such Affiliatesaffiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase (A) securities of the Company pursuant to Section 4.15 5.10 or otherwise from the Company, (B) securities of the Company from affiliates of the Company or (C) securities of the Company from affiliates of the Investor, (3) exercising any or all Warrants of the Warrant to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the WarrantsWarrant, (4) selling or agreeing to sell “long” securities of the Company (because such the Investor or such Affiliate affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company SharesCommon Stock, Conversion Shares, Warrants Warrant or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documentsagreement contemplated hereby, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraphparagraph or (III) securities of the Company acquired prior to the date hereof, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such the Investor (or such Affiliatesaffiliates) without the purpose of transferring economic risk relating to such securities or securities, (6) from transferring any of the Securities to any Affiliate affiliate who agrees in writing to be bound by this Section 4.145.9, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.65.2, or (7) selling or receiving securities of the Company pursuant to the terms of a Fundamental Transaction (as defined in the Warrant) or purchasing securities of the Company in a Fundamental Transaction in accordance with applicable law.

Trading Restrictions. Each Investor Buyer represents and warrants to, and covenants with, the Company that it will not (and its Affiliates affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two (2) years from the Closing Date, (iii) the date (if any) on which the Common Shares are trading at a price that is at least two (2) times the initial Conversion Price (as defined in the Special Warrants) (subject to adjustment as provided therein) but only if such date is after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement and such Registration Statement has not been declared effective by the SEC and (iv) the date this Agreement is terminated pursuant to Section 8. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor Buyer nor any of such Affiliatesaffiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 4(o) shall prohibit such Investor Buyer (or such Affiliatesaffiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 4(p) or otherwise from the Company, (3) converting any or all Special Warrants to acquire Conversion Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Special Warrants (including, without limitation, the redemption, purchase and repurchase rights set forth therein), (4) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (45) selling or agreeing to sell “long” securities of the Company (because such Investor Buyer or such Affiliate affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company SharesSpecial Warrants, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction DocumentsDocuments (including, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereofwithout limitation, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise terms of warrants to purchase Common Stock held on a Fundamental Transaction (as defined in the date hereof, Warrants)) or (IVII) securities acquired after the date hereof in accordance with this paragraph, (56) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor Buyer (or such Affiliatesaffiliates) without the purpose of transferring economic risk relating to such securities or securities, (67) from transferring any of the Securities to any Affiliate affiliate who agrees in writing to be bound by this Section 4.144(o), in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.64(i) or (8) disposing of, or hedging against (including, without limitation, via Short Sales or otherwise), in accordance with applicable securities laws, any securities, swaps, derivates or similar financial instruments involving or related to the Company’s securities, provided that the position was held by such Buyer prior to the date hereof and such dispositions and hedging are limited in amount to, and do not do more than fully offset, the position owned by such Buyer prior to the date hereof.

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (54) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (65) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each The Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such the Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 4.13 shall prohibit such the Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 4.14 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such the Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such the Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.144.13, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each Investor represents and warrants toNeither the Buyer, and covenants withnor any affiliate of the Buyer that is controlled by the Buyer or is otherwise aware of this restriction, the Company that it will not (and its Affiliates acting on its behalf may purchase, sell or pursuant enter into any put option, short position or similar arrangement with respect to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company that violates Current Securities Laws (includingas defined below) or otherwise trade in the securities of the Company in violation of applicable Current Securities Laws. In addition, without limitationduring each Company Conversion Measuring Period (as defined in the Notes) neither the Buyer, nor any Short Sales, “locking-up” borrow or hedging activities involving affiliate of the Company’s securities) during the period commencing on the date hereof and ending on the date Buyer that is fifteen controlled by the Buyer or is otherwise aware of this restriction, may engage in a Restricted Activity other than the sale of shares of Common Stock received upon a Company Conversion, a Mandatory Conversion or an Optional Conversion (15as such terms are defined in the Notes), upon a conversion, amortization or redemption of Notes or any other notes previously issued by the Company to the Buyers (the "OTHER NOTES"), pursuant to terms contained therein, upon exercise of any Warrants, or any other warrants (the "OTHER WARRANTS") months following issued by the Closing DateCompany to the Buyers, or the transfer of any Notes or Warrants or Other Notes or Other Warrants as permitted by their terms. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates"RESTRICTED ACTIVITY" means, (a) will directly any Acquisition or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to anotherDisposition, in whole or in part, any economic consequence open market transactions of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (IIi) any shares of Common Stock or warrants to purchase (ii) any securities convertible into or exchangeable for or derivative of shares of Common Stock held on the date hereof, and (IIIb) any other action taken intentionally for the purpose of manipulating the price of shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to Stock. "ACQUISITION" means any direct or indirect voluntary acquisition or purchase Common Stock held on the date hereof(other than by merger, consolidation, combination, recapitalization or other reorganization, or (IV) securities acquired after the date hereof in accordance with this paragraphby operation of law). "DISPOSITION" means any direct or indirect voluntary sale, (5) pledging or hypothecating monetization, including through a subsidiary or by means of an equity offering by any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring subsidiary, but shall not include, any of the Securities to actions contemplated by Section 4(h) or any Affiliate who agrees disposition thereunder. "CURRENT SECURITIES LAWS" means the rules and regulations, as then in writing to be bound by this Section 4.14effect, of the 1933 Act and the 1934 Act, in each casecase as are set forth in currently disseminated interpretations by the SEC in writing, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6through rules, regulations, releases, no-action letters or published telephone interpretations.

Trading Restrictions. Each Investor represents BayStar agrees that from and warrants toafter the Closing Date, and covenants withneither it nor any of its executive officers, the Company that it will not (and its Affiliates acting on its behalf managing partners, or pursuant to managers, nor any understanding with it will not) engage in or effectof their respective executive officers will, directly or indirectly, (i) offer, sell, contract to sell, pledge, give, distribute, donate, sell or grant any transactions in option, warrant or contract to purchase, purchase any securities option or contract to sell, make any short sale or otherwise transfer or dispose of any shares of the Common Stock of the Company whether now owned or hereafter acquired by BayStar or with respect to which BayStar now has or hereafter acquires the power of disposition, or (includingii) sell or grant any securities convertible into, without limitation, any Short Sales, “locking-up” borrow exchangeable for or hedging activities involving that represent the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) right to receive shares of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities Common Stock of the Company, or (biii) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative hedge or any other transaction or arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence consequences of ownership of the Common Stock of the Company, whether any such securitiesswap, whether hedge or not such transaction or agreement is to be settled by delivery of any such securities, Common Stock or other securities, in cash or other considerationotherwise, or (iv) publicly disclose that BayStar intends to enter into any transaction contemplated in clauses (i) through (iii) above in this sentence (with the transactions and actions contemplated in clauses (i) through (iv) of this sentence being referred to herein collectively as “Sales”). Notwithstanding the foregoingprovisions of the preceding sentence, it BayStar may in each trading day engage in Sales in respect of or in relation to such number of shares of the Company’s Common Stock as does not exceed ten percent (10%) of the average daily reported volume of trading in the Company’s Common Stock on the Nasdaq SmallCap Market (or other principal exchange or market on which the Company’s Common Stock is understood and agreed that nothing contained traded) during the five trading days preceding such trading day. Any attempted or purported sale or other transfer or disposition in violation or contravention of this Section 4.14 4(c) shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing be void ab initio. The Company shall, and shall instruct its transfer agent to, reject and refuse to purchase unrestricted securities transfer on its books any shares of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing Company’s Common Stock that may be attempted to purchase securities of the Company pursuant to Section 4.15 be sold or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities transferred in violation of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documentsprovisions of this Agreement and shall not recognize any person or entity holding any of such shares as being a stockholder of the Company. The Company, (II) at its expense and upon reasonable request and notice to BayStar, shall have the right to audit BayStar’s trading records solely to determine BayStar’s compliance with this Section 4(c). BayStar will permit the Company and its representatives to review and examine such trading records, and the Company will keep and cause its representatives and agents to keep confidential all information obtained from such trading records except as necessary in seeking any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant remedy available to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by if BayStar breaches its obligations under this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.64(c).

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing Dateand (iii) the date this Agreement is terminated pursuant to Section 6.2. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing Dateand (iii) the date this Agreement is terminated pursuant to Section 6.2. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each Investor Buyer represents and warrants to, and covenants with, the Company that it will not (and its Affiliates affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing DateDate and (iii) the date this Agreement is terminated pursuant to Section 8. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor Buyer nor any of such Affiliatesaffiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange 1934 Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 4(n) shall prohibit such Investor Buyer (or such Affiliatesaffiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 4(n) or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor Buyer or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Common Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, Documents or (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor Buyer (or such Affiliatesaffiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.144(n), in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.64(h).

Trading Restrictions. Each Investor represents (a) Subject to subsections (b), (c) and warrants to(d) of this Section 5.04, from and covenants withafter the Closing, the Stockholder covenants and agrees not to sell, transfer or dispose of any Company that it will not (and its Affiliates acting on its behalf Shares or pursuant to any understanding with it will not) engage in any hedging or effect, directly other transaction which is designed to or indirectly, any transactions reasonably expected to lead to or result in any securities a sale or disposition of the Company Shares (includingwhether by the Stockholder or any other party), including without limitationlimitation any short sale, sale or grant of any Short Sales, “locking-up” borrow right (including without limitation any put or hedging activities involving the Company’s securitiescall option) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) or any other arrangement entered into in order to effect an economic transfer of the foregoingrisk related to holding the Company Shares (each a "Hedging Transaction"); provided, during such restricted periodhowever, neither such Investor nor that the restrictions set out in this Section 5.04(a) shall not apply to the Stockholder's pledge of any of the Company Shares as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Company Shares or the Stockholder placing the Company Shares in "street name" or in a brokerage account or in another custodial account, but only to the extent that such Affiliates, (a) will directly pledge or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities placing of the Company, Company Shares does not constitute an economic transfer of the risk related to holding the Company Shares or result in the sale of Company Shares. (b) will establish or increase The Company acknowledges and agrees that the Stockholder shall be permitted to sell in any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect calendar quarter up to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities 25% of the Company or securities Shares which are covered by an effective registration statement the Stockholder received on the Closing Date (subject to adjustment for stock splits, stock dividends, stock combinations and the prospectus included therein is available for use on other similar transactions after the date of such purchase this Agreement). (including through block trades c) The Company acknowledges and agrees that the Stockholder shall be permitted to (i) maintain and renew any short position or privately negotiated transactions)put equivalent position resulting from or related to a Hedging Transaction entered into prior to the Closing and (ii) sell, deliver or otherwise transfer that number of Company Shares (in addition to those Company Shares that may be sold pursuant to subsection (b) of this Section 5.04) as may be required to close out any short position or put equivalent position resulting from a Hedging Transaction entered into prior to June 29, 2001. (d) The restrictions set out in Section 5.04(a) shall not apply on and after the earliest of (i) the date of the occurrence of an Insolvency Event (as defined in the Subsidiary Exchange Agreement) to the Subsidiary, (2ii) purchasing or agreeing to purchase securities the date of the Company pursuant occurrence of an Event of Insolvency (as defined in the Subsidiary Exchange Agreement ) to Section 4.15 or otherwise from the Company, (3iii) exercising the first date on which the Company or the Subsidiary fails to comply in any material respect (and such failure to comply is not remedied within 10 days after the Company or all Warrants to acquire Warrant Shares or otherwise acting the Subsidiary knew of such failure) with any of its obligations under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company Transaction Documents (because such Investor as defined below) (or such Affiliate is “deemed any of the agreements with any Other Stockholder substantially similar to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents), (IIiv) the first date on which the Company or the Subsidiary shall have breached any shares of Common Stock their respective representations or warrants warranties in any of the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to purchase shares any of Common Stock held the Transaction Documents), which breach has a material adverse effect on the date hereofbusiness, (III) any shares properties, assets, operations, results of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, operations or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities financial condition of the Company in connection with leverage arrangements engaged in by such Investor or the Subsidiary, or on the Transaction Documents (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities agreements with any Other Stockholder substantially similar to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant Transaction Documents), or on the ability of the Company or the Subsidiary to Section 4.6perform its obligations under any of the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to any of the Transaction Documents), (v) the first date on which the Stockholder no longer owns any Company Shares and (vi) the date which is one (1) year after the Closing Date.

Trading Restrictions. Each The Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Salesshort sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date (as defined in the Registration Rights Agreement) of the initial Shelf Registration Statement covering all the Registrable Shares to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing DateDate and (iii) the date this Agreement is terminated pursuant to Section 1.4. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such the Investor nor any of such Affiliatesaffiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 5.9 shall prohibit such the Investor (or such Affiliatesaffiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase (A) securities of the Company pursuant to Section 4.15 5.10 or otherwise from the Company, (B) securities of the Company from affiliates of the Company or (C) securities of the Company from affiliates of the Investor, (3) exercising any or all Warrants of the Warrant to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the WarrantsWarrant, (4) selling or agreeing to sell “long” securities of the Company (because such the Investor or such Affiliate affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company SharesCommon Stock, Conversion Shares, Warrants Warrant or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documentsagreement contemplated hereby, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraphparagraph or (III) securities of the Company acquired prior to the date hereof, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such the Investor (or such Affiliatesaffiliates) without the purpose of transferring economic risk relating to such securities or securities, (6) from transferring any of the Securities to any Affiliate affiliate who agrees in writing to be bound by this Section 4.145.9, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.65.2, or (7) selling, or receiving securities, of the Company pursuant to the terms of a Fundamental Transaction (as defined in the Warrant) or purchasing securities of the Company in a Fundamental Transaction in accordance with applicable law.

Trading Restrictions. (i) Each Investor represents Buyer agrees that, subject to the exceptions described below, during the Alternative Conversion Period (as defined in the Certificate of Designations), such Buyer and warrants toits affiliates shall not make Net Sales (as defined below) on any single day during the Alternative Conversion Period, a number of shares of Common Stock in excess of that percentage of the daily trading volume of the Common Stock (as reported by Bloomberg Financial Markets (or any successor thereto)) on such day equal to the product of (I) the quotient of (x) the number of Preferred Shares purchased by such Buyer and its affiliates pursuant to this Agreement divided by (y) 15,820, multiplied by (II) 15.82. Notwithstanding the foregoing, the net sales restriction set forth in this Section 4(o)(i) shall not apply (A) at any time on and after the occurrence of a Triggering Event (as defined in the Certificate of Designations) or the occurrence of an event that with the passage of time, and covenants assuming it were not cured, would constitute a Triggering Event, (B) at any time on and after the consummation of a Change of Control (as defined in the Certificate of Designations) or the public announcement of a pending, proposed or intended Change of Control, (C) on and after the Stockholder Approval Deadline if the Company shall have failed to receive the Stockholder Approval on or prior to the Stockholder Approval Deadline or (D) at any time on and after the first date on which the Company shall have failed to comply with, or breached, any provision, covenant, representation or warranty in any of the Company that it will not Transaction Documents or the Certificate of Designations which would result, either individually or in the aggregate, in a Material Adverse Effect and, in the case of a covenant which is curable, such breach continues for a period of at least ten (and its Affiliates acting on its behalf or pursuant 10) days. For purposes of this Section 4(o)(i), "Net Sales" means, with respect to any understanding date of determination and with it will notrespect to any Buyer, the difference of (A) engage in the number of shares of Common Stock sold, including by way of short sales, or effectotherwise transferred or disposed of, directly or indirectly, any transactions in any securities on such date of determination by such Buyer and its affiliates, minus (B) the Company (includingnumber of shares of Common Stock purchased, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any on such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in determination by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws Buyer and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6its affiliates.

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants Warrants, Warrant Shares, Exchange Warrants, or Exchange Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing DateFebruary 20, 2014. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

Trading Restrictions. Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen earlier to occur of (15i) months following one (1) year after the Effective Date of the initial Registration Statement covering the Registrable Securities to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement, (ii) two years from the Closing Dateand (iii) the date this Agreement is terminated pursuant to Section 6.2. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, Documents or (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.