Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. Notwithstanding the foregoing, Purchaser understands that (i) the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and may not be transferred or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing the Shares will be endorsed with the following legends: (a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have New Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefrom, transaction not involving a public offering. Such Purchaser agrees not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws or such sale or transfer is exempt from such registration. The certificates evidencing the Securities may not be transferred or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing the Shares will be endorsed with bear the following legends: (a) legend: THIS SECURITY HAS NOT AND THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK WHICH MAY BE PURCHASED PURSUANT TO THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSREGULATIONS THEREUNDER. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding the foregoing, Purchaser understands that (i) the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and may not be transferred or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing the Shares will be endorsed with the following legends:an (a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Additional Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have New Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Additional Purchaser understands that the New Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefrom, and transaction not involving a public offering. Such Additional Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will be endorsed with bear the following legends: (a) legend or similar legend: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS, . THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE A SHAREHOLDERS AGREEMENT WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSISSUER. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding the foregoing, Purchaser understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific an exemption therefrom. Purchaser is purchasing the Shares for investment for his own account only and not with a view to, and may not be transferred or resold except pursuant to an effective registration statement for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. The certificate or exemption from registration; (ii) each certificate certificates representing the Shares will be endorsed with shall bear the following legends: legend (a) as well as any legends required by applicable state and federal corporate and securities laws): THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE . SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE COMPLY WITH THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REPURCHASE OPTION OF THE COMPANY AND ANY APPLICABLE STATE SECURITIES LAWSMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have New Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will be endorsed with bear the following legends: (a) THE SECURITIES REPRESENTED HEREBY legend or similar legend: SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT REGULATIONS THEREUNDER AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have Class A Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Purchaser understands that the Class A Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefromtransaction not involving a public offering. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, and Purchaser acknowledges that it may not be transferred sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer any of the Shares Class A Securities unless such Class A Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities will be endorsed with bear the following legends: (a) legend or similar legend: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE STATE AND MAY NOT BE TRANSFERRED OFFERED AND SOLD ONLY IF SO REGISTERED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED TRANSFER OR RESALE SUCH EXEMPTION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSAVAILABLE. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.”

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) Notes and the Shares have Warrants will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Borrowers in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares Notes and the Warrants unless such Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Purchased Securities will be endorsed with bear the following legends: (a) legend or similar legend as applicable: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT REGULATIONS THEREUNDER AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) Notes and the Shares have Warrants will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Borrower in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares Notes and the Warrants unless such Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Purchased Securities will be endorsed with bear the following legends: (a) legend or similar legend as applicable: THIS SECURITY [AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS SECURITY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT REGULATIONS THEREUNDER AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have New Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will be endorsed with bear the following legends: (a) legend or similar legend: THIS SECURITY HAS AND THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSREGULATIONS THEREUNDER. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) Notes and the Shares have Warrants will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Borrowers in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares Notes and the Warrants unless such Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Notes and Warrants will be endorsed with bear the following legends: (a) legend or similar legend as applicable: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT REGULATIONS THEREUNDER AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding Such Purchaser recognizes that the foregoing, Purchaser understands that (i) the Shares have New Securities will not been be registered under the Securities Act by reason of or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a specific exemption therefrom, and transaction not involving a public offering. Such Purchaser acknowledges that it may not be transferred to sell or resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing transfer the Shares New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will be endorsed with bear the following legends: (a) legend or similar legend: THIS SECURITY AND THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE AND SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM RULES AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT REGULATIONS THEREUNDER AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.