Each Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales of the Common Stock or (ii) hedging transaction which establishes a Net Short Position with respect to the Company’s Common Stock during the period commencing with the execution of this Agreement and ending on the date that 100% of the Preferred Stock owned by such Purchaser has been redeemed in accordance with the terms of the Certificate of Designations; provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion is tendered to the Company and the shares received upon such conversion are used to close out such sale. For purposes hereof, a “Net Short Position” by a Purchaser means a position whereby such Purchaser has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Purchaser does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the Exchange Act); provided, further that no “short sale” shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver shares upon conversion of the Preferred Stock, to such Purchaser converting such Preferred Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, such Purchaser shall be deemed to hold “long” all Common Stock that is either (i) then owned by such Purchaser, if any, or (ii) then issuable to such Purchaser as shares issuable upon conversion of the Preferred Stock then held by such Purchaser, if any, (without regard to any limitations on conversion or exercise set forth in the Preferred Stock). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit such Purchaser from selling “long” (as defined under Rule 200 promulgated under Regulation SHO under the Exchange Act) the Securities or any other Common Stock then owned by such Purchaser. For the avoidance of doubt, this Section 4.8 is applicable to each Purchaser individually, and not collectively. For example, if Purchaser A still holds Securities but Purchaser B does not, only Purchaser A remains subject to this Section 4.8, but Purchaser B does not.