Common use of Transfer or Resale Clause in Contracts

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Without limiting any of the Company’s obligations hereunder, the Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or resale of the Securities have not been been, and as of the date hereof, are currently not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, the Securities are sold pursuant to an effective registration statement under the 1933 Act; (Bb) such the Buyer shall have delivered to the Company (if requested by Company, at the cost of the Company) , an opinion of counselcounsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance, and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company; (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor; (d) the Securities are sold pursuant to Rule 144 or other applicable exemption and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged thereunder (in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(geach case).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer Purchaser understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144144 and, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom which the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated Commission thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Purchaser effecting a pledge of Securities shall be required to provide the Company with an opinion of counsel otherwise make deliver any notice thereof or otherwise make any delivery document to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g)2.6; provided, that in order to make any sale, transfer or assignment of Securities, such Purchaser and its pledgee must make such disposition in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form form, scope and substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(q)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (ia) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise provided in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer the Purchaser in effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g)7.11.

Transfer or Resale. Such Buyer The Holder understands that except as provided in the Registration Rights Agreement and Section 4(h) 10 hereof: (i) the New Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such New Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Holder provides the Company with reasonable assurance that such New Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the New Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the New Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the New Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the New Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the New Securities and such pledge of New Securities shall not be deemed to be a transfer, sale or assignment of the New Securities hereunder, and no Buyer the Holder effecting a pledge of New Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Exchange Document, including, without limitation, this Section 2(g)5.7.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form and substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (“Rule 144”) or Rule 144A promulgated under the 1933 Act Act, as amended (or a successor rule rules thereto) (collectively, “Rule 144Resale Exemptions”); (ii) any sale of the Securities made in reliance on Rule 144 the Resale Exemptions may be made only in accordance with the terms of Rule 144144 or Rule 144A, as applicable, and further, if Rule 144 a Resale Exemption is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such the Buyer shall have delivered to the Company (if requested by Company, at the Company) cost of the Buyer, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such (A) Each Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Units, including the underlying securities, have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise set forth in this Agreement and the Registration Rights Agreement (substantially in the form attached as Exhibit C), neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding The Company reserves the foregoing, right to place stop transfer instructions against the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by shares and certificates for the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment Common Stock comprising part of the Securities hereunder, Units and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery Warrant Shares underlying the PPO Warrant to the Company pursuant to extent specifically set forth under this Agreement Agreement. There can be no assurance that there will be any market or any other Transaction Document resale for the Units (as defined in Section 3(b)or the Common Stock, including the Common Stock underlying the Units and the PPO Warrants), includingnor can there be any assurance that the Units (or the Common Stock, without limitation, this Section 2(g)including the Common Stock underlying the Units and PPO Warrants) will be freely transferable at any time in the foreseeable future.

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Notes have not been and are will not being be registered under the 1933 Securities Act or any state securities laws; and (ii) the Purchaser agrees that if it decides to offer, and sell or otherwise transfer any of the Notes, such Notes may not be offered for saleoffered, sold, assigned sold or otherwise transferred unless only: (A) subsequently registered thereunderto the Issuer or any of its Subsidiaries, (B) pursuant to a registration statement which has been declared effective under the Securities Act, (C) for so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a Person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on Rule 144A under the Securities Act, (D) outside the United States, in accordance with Regulation S and in compliance with applicable local law, (E) to an “accredited investor” within the meaning of Rule 501(a) under the Securities Act that is acquiring the Notes for its own account, or for the account of such Buyer shall have delivered an “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act or (F) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder or any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any other applicable securities laws. The Purchaser acknowledges that pursuant to the Company terms of the Indenture the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer pursuant to clause (if requested by D), (E) or (F) in the Company) immediately preceding sentence to require the delivery of an opinion of counsel, in a form reasonably acceptable certifications and/or information satisfactory to the Company, to Issuer and the effect Trustee; provided that such Securities to be sold, assigned the Issuer and the Trustee may not require an opinion of counsel for a transfer of $250,000 or transferred may be sold, assigned or transferred more in principal amount of the notes pursuant to an exemption from such registration, or clause (CE) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with immediately preceding sentence. The Purchaser acknowledges that the terms of Rule 144, and further, if Rule 144 is Trustee will not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide accept for registration of transfer any Notes acquired by the Company with any notice thereof or otherwise make any delivery Purchaser, except upon presentation of evidence satisfactory to the Company pursuant Issuer and the Trustee that the restrictions set forth herein have been complied with. The Purchaser agrees that it will give to this Agreement or each Person to whom it transfers Notes notice of any other Transaction Document (as defined in Section 3(b))restrictions on transfer of such Notes. The Purchaser understands that no active trading market currently exists for the Notes, including, without limitation, this Section 2(g)the Issuer does not intend to list the Notes on any national securities exchange and an active market may not develop for the Notes.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) such Buyer provides the Company with reasonable assurance that any sale of such Securities can be sold, assigned or transferred pursuant to made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any is not and no other Person Person, other than as specifically provided in the Registration Rights Agreement (as defined below), is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities The Buyer understands and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide agrees that the Company with any notice thereof or otherwise make any delivery has the right to place stop transfer instructions against the shares and certificates for the Conversion Shares to the Company pursuant to extent specifically set forth under this Agreement Agreement. There can be no assurance that there will be any market or any other Transaction Document resale for the Notes (as defined in Section 3(b)or the Conversion Shares), including, without limitation, this Section 2(g)nor can there be any assurance that the Notes (or the Conversion Shares) will be freely transferable at any time in the foreseeable future.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, counsel in a the form reasonably acceptable to the Companyattached hereto as Exhibit H, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144") may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided that in order to make any sale, transfer or assignment of Securities, such Investor and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have has not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) ), neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, There can be no assurance that there will be any market or resale for the Securities or the shares of Common Stock that may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by issued pursuant to the Warrant, nor can there be any assurance that the Securities and such pledge of Securities shall not will be deemed to be a transfer, sale or assignment of freely transferable at any time in the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)foreseeable future.

Transfer or Resale. Such Buyer understands that that, except as provided may be contemplated in connection with a Public Company Date (as defined below), the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Exchange Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Exchange Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”), and further, if Rule 144 is not applicable, any resale of the Exchange Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Exchange Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Exchange Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Exchange Securities and such pledge of Exchange Securities shall not be deemed to be a transfer, sale or assignment of the Exchange Securities hereunder, and no Buyer effecting a pledge of Securities the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)Agreement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”) (which shall in no event include an opinion of counsel of such Buyer unless the reasonable fees of such counsel are paid by the Company); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthis Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Seller understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have sale or re-sale of the DSS Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state or foreign securities lawsLaws, and the DSS Shares may not be offered for sale, sold, assigned or transferred Transferred unless (Aa) subsequently registered thereunderthe DSS Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer Seller shall have delivered to DSS, at the Company (if requested by the Company) cost of Seller, an opinion of counselU. S. securities counsel reasonably satisfactory to DSS that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the DSS Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or the registration requirements of the Securities Act (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to including Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)), which opinion is accepted by DSS, (c) the DSS Shares are sold or transferred to an Affiliate of Seller who agrees to sell or otherwise transfer the DSS Shares only in accordance with this Section 3.29 and who is an Accredited Investor, or (d) the DSS Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and Seller shall have delivered to DSS, at the cost of Seller, an opinion of U. S. securities counsel reasonably satisfactory to DSS that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by DSS; (ii) any sale of the Securities DSS Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such DSS Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company DSS or Buyer nor any other Person is under any obligation to register the Securities DSS Shares under the 1933 Securities Act or any state or foreign securities laws Laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged thereunder (in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(geach case).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, counsel in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144") may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxt or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided that in order to make any sale, transfer or assignment of Securities, such Investor and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Common Stock and the Preferred Stock (and the shares of Common Stock issuable upon conversion thereof) have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with and (in the terms and conditions case of any exemption thereunder. Notwithstanding the foregoing, Preferred Stock) will not be registered under the Securities Act or any state securities law; and (ii) the Investor agrees that if it decides to offer, sell or otherwise transfer any of the Common Stock, Preferred Stock or shares of Common Stock issuable upon conversion thereof, such securities may be pledged offered, sold or otherwise transferred only: (A) to Holdings or any of its Subsidiaries, (B) pursuant to a registration statement which has been declared effective under the Securities Act, (C) for so long as such securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a Person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on Rule 144A under the Securities Act, (D) pursuant to Regulation S, (E) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring such securities for its own account, or for the account of such an institutional “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with a bona fide margin account or other loan or financing arrangement secured by with, any distribution in violation of the Securities and such pledge Act, (F) pursuant to an exemption from registration provided under Section 4(a)(7) of the Securities shall not be deemed Act or (G) pursuant to be a transferan exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. The Investor acknowledges that Holdings reserves the right prior to any offer, sale or assignment other transfer pursuant to clause (E), (F) or (G) in the immediately preceding sentence to require the delivery of opinions of counsel, certifications and/or other information satisfactory to Holdings in its reasonable discretion. The Investor acknowledges and agrees that (i) a restrictive legend to the effect of the Securities hereunderforegoing may be placed on the certificates representing the Common Stock and Preferred Stock to be issued pursuant to this Agreement, (ii) a notation shall be made in the appropriate records of Holdings indicating that such Common Stock and Preferred Stock is subject to restrictions on transfer and, if Holdings should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such stock transfer agent, and no Buyer effecting a pledge of Securities shall (iii) such Common Stock and Preferred Stock may be required subject to provide additional transfer restrictions to the Company extent provided in any lock-up agreement between the Investor and the managing underwriters for the Holdings IPO. In connection with any transfer of the Preferred Shares by the Investor to an Affiliate of the Investor, the Investor shall provide written notice thereof or otherwise make any delivery to the Company that the transferee is an Affiliate of the Investor and specify the number of Preferred Shares so transferred and such transferee shall, as a condition to such transfer, agree that upon any transfer by it to an Affiliate of such transferee it shall deliver written notice to the Company of the Affiliate status of such transferee and the number of Preferred Shares so transferred. The Investor understands that no active trading market currently exists for the Common Stock or the Preferred Stock, Holdings does not intend to list the Preferred Stock on any national securities exchange and an active market may not develop for the Common Stock or the Preferred Stock. Notwithstanding anything to the contrary contained in this Section 4.3, all references to “Common Stock” contained in this Section 4.3 specifically exclude the Common Stock issued pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2.1(a)(ii).

Transfer or Resale. Such Buyer understands that except as provided The Investor acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of 40 days from and after the Closing Date, unless such Securities are registered for sale in the Registration Rights Agreement and Section 4(h) hereofUnited States pursuant to an effective registration statement under the 1933 Act or another exemption from such registration is available. Without limiting the foregoing, the Investor understands that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned assigned, transferred, conveyed or transferred pledged, unless (A) subsequently registered thereunderunder the 1933 Act and applicable states securities laws, (B) such Buyer shall have delivered the sale, assignment or transfer is made outside the United States to a non-U.S. Person in accordance with the Company requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (if requested by C) the Companysale, assignment or transfer is made in the United States or to a U.S. Person and the applicable 40-day distribution compliance period under Rule 903 of Regulation S has been satisfied, (D) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an any other exemption from such registrationregistration under the 1933 Act and applicable state securities laws, or (CE) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144144A”); (ii) any sale of the Securities made in reliance on Rule 144 144A may be made only in accordance with the terms of Rule 144144A, and further, if Rule 144 144A is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) except as provided for herein, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) CPPT an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of CPPT, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an accredited investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to CPPT an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of CPPT; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company CPPT nor any other Person person is under any obligation to file to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the provisions herein). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) except as provided for herein, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Company, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an accredited investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to file to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the provisions herein). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance reasonably acceptable to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither none of the Company nor or any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, and subject to compliance with applicable securities laws, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, unless required by law, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, including without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) except as provided for herein, the Securities have sale or re-sale of the Units, or any of the underlying securities, has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and any of the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereundersuch securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Company, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned securities are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Investor who agrees to sell or otherwise transfer the securities only in accordance with this Section 2(g) and who is an accredited investor, or (d) the securities are sold pursuant to Rule 144, and the Investor shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Company; (ii) any sale of such the Securities securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of such the Securities securities under circumstances in which the seller Company (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to file to register such the Securities securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoingthereunder (in each case, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery than pursuant to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(gprovisions herein).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereundersold pursuant to a registration statement declared effective by the Securities and Exchange Commission, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer Stockholder understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have sale or re-sale of the Exchange Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Exchange Shares may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer the Stockholder shall have delivered to the Company (if requested by Company, at the Company) cost of Stockholder, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the Exchange Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Exchange Shares are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)) of Stockholder who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.07 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and Stockholder shall have delivered to the Company, at the cost of Stockholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the Securities such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such Exchange Shares under the Securities under the 1933 Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the Securities are subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities Securities, unless registered under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may 1933 Act and applicable state securities laws, if any, require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, (provided, however, that no such opinion of counsel shall be required when such Securities are sold, assigned or transferred to an affiliate of a Buyer), or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A 144(k) promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144144(k)”); (ii) any sale of the Securities made in reliance on Rule 144 144(k) may be made only in accordance with the terms of Rule 144, 144(k) and further, if Rule 144 144(k) is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer Seller understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or re-sale of the Securities have not been and are not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer Seller shall have delivered to the Company (if requested by Buyer, at the Company) cost of such Seller, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Buyer, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)) of such Seller who agree to sell or otherwise transfer the Securities only in accordance with this Section 3.24(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Seller shall have delivered to the Buyer, at the cost of such Seller, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Buyer; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company Buyer nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, (x) the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by lending arrangement, and (y) the right to the initial issuance of such Securities to Florida Compassionate Growers, LLC may be transferred to the members thereof so long as such member makes the representations and such pledge warranties contained in this Section 3.24 to Buyer, and prior to Closing and concurrently with delivery of the Acquired Company Closing Certificate, Florida Compassionate Growers, LLC shall provide to the Buyer written notice of the numbers of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required issued to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)each such member at Closing.

Transfer or Resale. Such Buyer understands that except as will be provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (iI) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested an opinion, in generally acceptable form, of counsel selected by the Company) an opinion of counsel, in a form Buyer and reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “"Rule 144”"); (iiII) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(o)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iiiIII) neither the Company nor any other Person is under any obligation to register the Securities securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities Securities, unless registered under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may 1933 Act and applicable state securities laws, if any, require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form by counsel reasonably acceptable to the Company and in form and substance reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged pursuant to an available exemption from registration under the 1933 Act in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) Agreement, the Securities have not been and are not being registered under the 1933 Act or any applicable state securities lawslaws and consequently the Buyer may have to bear the risk of owning the Securities for an indefinite period of time, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently the resale of the Securities is registered thereunder, pursuant to an effective registration statement under the 1933 Act; (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel (which opinion shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"RULE 144") or (d) the Securities are sold or transferred to an affiliate (as defined in Rule 144”)) of the Buyer; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoingThe Buyer covenants it will not make any sale, the Securities may be pledged in connection with a bona fide margin account transfer or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment disposition of the Securities hereunder, and no Buyer effecting a pledge in violation of Securities shall be required to provide the Company with any notice thereof federal or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)state securities laws.

Transfer or Resale. Such Buyer Lender understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Lender shall have delivered to the Company (if requested by the Company) Borrower an opinion of counsel, in a form reasonably acceptable to the CompanyBorrower, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Lender provides the Company Borrower with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise provided in the Documents, neither the Company Borrower nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer the Lender in effecting a pledge of Securities shall not be required to provide the Company Borrower with any notice thereof or otherwise make any delivery to the Company Borrower pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g)7.11.

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (ia) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer the Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such Buyer the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A 144 A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise provided in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer the Purchasers in effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g)8.10.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, and may be made only in accordance with such exemption or rules and regulations; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(i); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) except as provided for herein, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) Seller an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Seller, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an accredited investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to the Seller an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Seller; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company Seller nor any other Person person is under any obligation to file to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the provisions herein). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer The Subscriber understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities and the Warrant Shares have not been and are may not being be registered under the 1933 Securities Act or any state securities or other foreign laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer the Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither except as otherwise set forth in this Agreement, the Company nor any is not, and no other Person is person is, under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding The Company reserves the foregoing, right to place stop transfer instructions against the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by certificates for the Securities Ordinary Shares and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery Warrant Shares to the Company pursuant to extent specifically set forth under this Agreement Agreement. There can be no assurance that there will be an active trading market or resale for the Ordinary Shares, or Warrant Shares, nor can there be any other Transaction Document (as defined assurance that the Ordinary Shares or Warrant Shares will be freely transferable at any time in Section 3(b)), including, without limitation, this Section 2(g)the foreseeable future.

Transfer or Resale. Such Buyer The UWWH Stockholder understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have Spinco Common Stock received by it has not been and are is not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunderpursuant to an effective registration statement under the Securities Act, (B) such Buyer the UWWH Stockholder shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel of recognized standing reasonably acceptable to Spinco, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Spinco Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, registration or (C) such Buyer the UWWH Stockholder provides the Company Spinco with reasonable assurance an opinion of counsel of recognized standing reasonably acceptable to Spinco that such Securities Spinco Common Stock can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A (if available) promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities Spinco Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither other than pursuant to the Company nor Registration Rights Agreement, none of IP, Spinco or any other Person is under any obligation to register the Securities Spinco Common Stock issued to the UWWH Stockholder under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities Spinco Common Stock may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities Spinco Common Stock and such pledge of Securities Spinco Common Stock shall not be deemed to be a transfer, sale or assignment of the Securities Spinco Common Stock hereunder, and no Buyer the UWWH Stockholder effecting a pledge of Securities Spinco Common Stock shall not be required to provide the Company Spinco with any notice thereof or otherwise make any delivery to the Company Spinco pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Agreement, including, without limitation, this Section 2(g7.6; provided, that in order to make any sale, transfer or assignment of Spinco Common Stock, the UWWH Stockholder and its pledgee make such disposition in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The UWWH Stockholder acknowledges that the shares of Spinco Common Stock that it receives in the Distribution and Merger are “restricted securities” as defined in Rule 501 of Regulation D promulgated under the Securities Act and will contain the following legend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE SURVIVING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form by counsel reasonably acceptable to the Company and in form and substance reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged pursuant to an available exemption from registration under the 1933 Act in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer USA Hemp Member understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have sale or re-sale of the Exchange Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Exchange Shares may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer USA Hemp Member shall have delivered to the Company (if requested by Company, at the Company) cost of such USA Hemp Member, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the Exchange Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Exchange Shares are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)) of such USA Hemp Member who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 4.07 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such USA Hemp Member shall have delivered to the Company, at the cost of such USA Hemp Member, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the Securities such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such Exchange Shares under the Securities under the 1933 Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by or Lumera, as the Company) case may be, an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company or Lumera, as the case may be, with reasonable assurance that such Securities can will be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), or (D) such Securities are eligible for sale under Rule 144(k); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)) provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any no obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer in connection with effecting a pledge of Securities Securities, the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement the Transaction Documents. The Company acknowledges and agrees that each Investor has not made any representations or any warranties with respect to the transactions contemplated by the Transaction Documents other Transaction Document (as defined than those specifically set forth in Section 3(b)), including, without limitation, this Section 2(g)5.

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated Securities and Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)Agreement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) except as provided for herein, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) Seller an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Seller, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an accredited investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to the Seller an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Seller; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company Seller nor any other Person person is under any obligation to file to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the provisions herein). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration (any which such opinion the Company expressly agrees to reimburse the Buyer’s expenses for), or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”) (which shall in no event include an opinion of counsel of such Buyer); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided The Investor acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions, unless such Securities are registered for sale in the Registration Rights Agreement and Section 4(h) hereofUnited States pursuant to an effective registration statement under the 1933 Act or another exemption from such registration is available. Without limiting the foregoing, the Investor understands that: (i) the Securities have not been and and, except as contemplated by the Registration Rights Agreement, are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned assigned, transferred, conveyed or transferred pledged, unless (A) subsequently registered thereunderunder the 1933 Act and applicable states securities laws, (B) such Buyer shall have delivered the sale, assignment or transfer is made outside the United States to a non-U.S. Person in accordance with the Company requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (if requested by the CompanyC) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an any other exemption from such registrationregistration under the 1933 Act and applicable state securities laws, or (CD) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144144A”); (ii) any sale of the Securities made in reliance on Rule 144 144A may be made only in accordance with the terms of Rule 144144A, and further, if Rule 144 144A is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; thereunder and (iii) except as contemplated by this Agreement and the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities, in and of itself, without any transfer of Securities upon enforcement of such pledge, shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Acuitas understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (ia) the Securities PDQ Interests are “restricted securities” and have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer Acuitas shall have delivered to the Company PDQ Pickup (if requested by the CompanyPDQ Pickup) an opinion of counsel, in a form reasonably acceptable to the CompanyPDQ Pickup, to the effect that such Securities PDQ Interests to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such Buyer Acuitas provides the Company PDQ Pickup with reasonable assurance that such Securities PDQ Interests can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (iib) any sale of the Securities PDQ Interests made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities PDQ Interests under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC U.S. Securities and Exchange Commission (“SEC”) promulgated thereunder; and (iiic) neither the Company PDQ Pickup nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Except as provided in the Settlement Agreement with regard to the registration pursuant to Clause 2(d), Crede understands that except as provided in the Registration Rights Agreement Convertible Notes and Section 4(h) hereof: (i) the Securities conversion shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Crede shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Crede provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities securities and such pledge of Securities securities shall not be deemed to be a transfer, sale or assignment of the Securities securities hereunder, and no Buyer Crede effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)Agreement.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereundersuch Securities have been sold pursuant to a registration statement declared effective by the Securities and Exchange Commission, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that that: (i) except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Company, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 1000 Xxx or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided The Investor acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of 40 days from and after the Closing Date, unless such Securities are registered for sale in the Registration Rights Agreement and Section 4(h) hereofUnited States pursuant to an effective registration statement under the 1933 Act or another exemption from such registration is available. Without limiting the foregoing, the Investor understands that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned assigned, transferred, conveyed or transferred pledged, unless (A) subsequently registered thereunderunder the 1933 Act and applicable states securities laws, (B) such Buyer shall have delivered the sale, assignment or transfer is made outside the United States to a non-U.S. Person in accordance with the Company requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (if requested by C) the Companysale, assignment or transfer is made in the United States or to a U.S. Person and the applicable 40-day distribution compliance period under Rule 903 of Regulation S has been satisfied, (D) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an any other exemption from such registrationregistration under the 1933 Act and applicable state securities laws, or (CE) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144144A”); (ii) any sale of the Securities made in reliance on Rule 144 144A may be made only in accordance with the terms of Rule 144144A, and further, if Rule 144 144A is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities Common Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities Common Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities Common Shares and such pledge of Securities Common Shares shall not be deemed to be a transfer, sale or assignment of the Securities Common Shares hereunder, and no Buyer effecting a pledge of Securities Common Shares shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g2(h); provided, that in order to make any sale, transfer or assignment of Common Shares, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxt or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration to the reasonable satisfaction of the Company, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions to the reasonable satisfaction of the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Purchaser effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(h); provided, that such Purchaser and its pledgees make such pledge in accordance with applicable laws.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement, the Investor Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (ia) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise provided in the Transaction Documents, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer the Purchasers in effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g)8.10.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(i) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Member understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities sale or re-sale of the Exchange Shares have not been and are is not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Exchange Shares may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer Member shall have delivered to the Company (if requested by Company, at the Company) cost of such Member, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the Exchange Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Exchange Shares are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)) of such Member who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 4.07(f) and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Member shall have delivered to the Company, at the cost of such Member, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the Securities such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such Exchange Shares under the Securities under the 1933 Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such The Buyer understands that (i) except as ------------------ provided in the Registration Rights Agreement and Section 4(h) hereof: (i) Agreement, the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered included in an effective registration statement thereunder, (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form counsel (which opinion shall be reasonably acceptable to the Company, ) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (Cc) such so long as the Buyer provides the Company otherwise complies with reasonable assurance that such Securities can be soldapplicable securities laws, assigned sold or transferred pursuant to an "affiliate"(as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"RULE 144")) or (d) sold pursuant to Rule 144”); (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured lending arrangement. Except for transfers ---- ---- by the Securities and such pledge of Securities shall not be deemed a Buyer (i) to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document its "affiliates" (as defined in Section 3(b))Rule 144) or (ii) to the holders of interests in a Buyer upon a liquidation of a Buyer's assets in accordance with its governing documents, includingthe Preferred Shares may be transferred by a Buyer only with the prior written consent of the Company, without limitation, this Section 2(g)which consent will not be unreasonably withheld.

Transfer or Resale. Such The Buyer understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities lawslaws and are therefore “restricted” securities, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance assurance, including, if requested by the Company, an opinion of counsel in a form reasonably acceptable to the Company, that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); , (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; , and (iii) neither the Company nor any other Person is under any obligation to register the Securities Common Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities Common Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities Common Shares and such pledge of Securities Common Shares shall not be deemed to be a transfer, sale or assignment of the Securities Common Shares hereunder, and no to the extent the Buyer effecting effects a pledge of Securities Common Shares, it shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g3(f).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or resale of the Securities have not been been, and as of the Issue Date, are currently not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, the Securities are sold pursuant to an effective registration statement under the 1933 Act; (Bb) such the Buyer shall have delivered to the Company (if requested by Company, at the cost of the Company) , an opinion of counselcounsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance, and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company; (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor; (d) the Securities are sold pursuant to Rule 144 or other applicable exemption and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged thereunder (in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(geach case).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”)) or to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) made may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) , at its own cost, an opinion of counselcounsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registrationregistration and reasonably acceptable by the Company, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(h) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S promulgated under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at its own cost, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions and reasonably acceptable by the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other as set forth herein or in the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other loan or financing lending arrangement secured by the Securities Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no the Buyer in effecting a such pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise. The Buyer understands and agrees that the Securities will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Buyer may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Buyer understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any other Transaction Document (as defined in Section 3(b))offer, includingresale, without limitationpledge, this Section 2(g)transfer or disposition of any of the Securities.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement RRA and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer CCM Shareholder understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) sale or re-sale of the Securities have Exchange Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Exchange Shares may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer CCM Shareholder shall have delivered to the Company (if requested by Company, at the Company) cost of such CCM Shareholder, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the Exchange Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Exchange Shares are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”)) of such CCM Shareholder who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.14 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such CCM Shareholder shall have delivered to the Company, at the cost of such CCM Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the Securities such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such Exchange Shares under the Securities under the 1933 Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in for the Registration Rights Agreement and granted pursuant to Section 4(h) 8 hereof: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicableavailable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer Purchaser effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Agreement, including, without limitation, this Section 2(g4(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(k) hereof: (i) the PIPE Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such PIPE Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such PIPE Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, ( “Rule 144”); (ii) any sale of the PIPE Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the PIPE Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the PIPE Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the PIPE Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the PIPE Securities and such pledge of PIPE Securities shall not be deemed to be a transfer, sale or assignment of the PIPE Securities hereunder, and no Buyer effecting a pledge of PIPE Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) Agreement, the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderincluded in an effective registration statement under the 1933 Act, (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form counsel (which opinion shall be reasonably acceptable to the Company, ) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned sold or transferred pursuant to on "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"RULE 144")) so long as the Buyer otherwise complies with applicable securities laws or (d) sold pursuant to Rule 144”); (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other loan or financing arrangement secured lending arrangement. Except for transfers by the Securities and such pledge of Securities shall not be deemed a Buyer (i) to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document its "affiliates" (as defined in Section 3(b))Rule 144) or (ii) to the holders of interests in a Buyer upon a liquidation of a Buyer's assets in accordance with its governing documents, includingthe Preferred Shares and Warrants may be transferred by a Buyer only with the prior written consent of the Company, without limitation, this Section 2(g)which consent will not be unreasonably withheld.

Transfer or Resale. Such Buyer Mobile Shareholder understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have sale or re-sale of the Exchange Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities lawsLaws, and the Exchange Shares may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Exchange Shares are sold pursuant to an effective registration statement under the Securities Act, (Bb) such Buyer Mobile Shareholder shall have delivered to the Company (if requested by Company, at the Company) cost of such Mobile Shareholder, an opinion of counselcounsel that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such Securities the Exchange Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of such Mobile Shareholder who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section 3.16 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant to Rule 144 or Rule 144A promulgated other applicable exemption, or (e) the Exchange Shares are sold pursuant to Regulation S under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144Regulation S”), and such Mobile Shareholder shall have delivered to the Company, at the cost of such Mobile Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the Securities such Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the Securities such Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such Exchange Shares under the Securities under the 1933 Act or any state securities laws Laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)lending arrangement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(k) hereof: (i) the PIPE Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such PIPE Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such PIPE Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the PIPE Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the PIPE Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the PIPE Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the PIPE Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the PIPE Securities and such pledge of PIPE Securities shall not be deemed to be a transfer, sale or assignment of the PIPE Securities hereunder, and no Buyer effecting a pledge of PIPE Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel with expertise in U.S. federal securities laws, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; provided, that, from and after the date that is six (6) months following the date hereof, at the request of any Buyer, the Company shall, if the Company is then in compliance with Section 4(c) hereof, deliver to such Buyer or the Company’s transfer agent, as applicable, an opinion of counsel to the Company, at the Company’s expense and in a form reasonably acceptable to such Buyer, that (i) adequate public information with respect to the Company is then available (within the meaning of Rule 144(c)) and (ii) that a sale of the Securities may otherwise be made in accordance with the terms of Rule 144; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form form, scope and substance reasonably acceptable to the CompanyCompany and its counsel, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”"); (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the Person (as defined in Section 3(q)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities Common Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities The Common Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities Common Shares and such pledge of Securities Common Shares shall not be deemed to be a transfer, sale or assignment of the Securities Common Shares hereunder, and no Buyer effecting to effect a pledge of Securities Common Shares the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form by counsel reasonably acceptable to the Company and in form and substance reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged pursuant to an available exemption from registration under the 1933 Act in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the sale or resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such the Buyer shall have delivered to the Company (if requested by Company, at the cost of the Company) , an opinion of counselcounsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or which opinion shall be accepted by the Company, (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale re-sale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case). Notwithstanding the foregoingforegoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other loan or financing lending arrangement secured by the Securities Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no the Buyer in effecting a such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)otherwise.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) subject to Section 1(c)(iii)(1), such Buyer shall have delivered to the Company (if requested by the Company) Chanticleer an opinion of counsel, in a form reasonably acceptable satisfactory to the CompanyChanticleer, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company Chanticleer with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company Chanticleer nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; provided, however, that the Common Shares will be exchanged on the Closing Date, or pursuant to Section 5(d) will be exchangeable, for shares of Chanticleer Common Stock registered under the 1933 Act pursuant to the registration statement on Form S-4 filed by Chanticleer (File No. 333-235301) (as amended from time to time, the “Form S-4”). Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company Chanticleer with any notice thereof or otherwise make any delivery to the Company Chanticleer pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b4(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Convertible Notes have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding The Company reserves the foregoing, right to place stop transfer instructions against the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by shares and certificates for the Securities Conversion Shares and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery Warrant Shares to the Company pursuant to extent specifically set forth under this Agreement Agreement. There can be no assurance that there will be any market for the Convertible Notes, Conversion Shares, Warrants or Warrant Shares, nor can there be any other Transaction Document (as defined assurance that the Convertible Notes, Conversion Shares, Warrants or Warrant Shares, will be freely transferable at any time in Section 3(b)), including, without limitation, this Section 2(g)the foreseeable future.

Transfer or Resale. Such Buyer Subscriber understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities New Ordinary Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities New Ordinary Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Subscriber provides the Company with reasonable assurance that such Securities New Ordinary Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities New Ordinary Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities New Ordinary Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities New Ordinary Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities The New Ordinary Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities New Ordinary Shares and such pledge of Securities New Ordinary Shares shall not be deemed to be a transfer, sale or assignment of the Securities New Ordinary Shares hereunder, and no Buyer Subscriber effecting a pledge of Securities the New Ordinary Shares shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b))Document, including, without limitation, this Section 2(g2(h).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”)") or to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such Buyer The Subscriber acknowledges that Rule 144 promulgated under the Securities Act (“Rule 144”) requires, among other conditions, a six-month to one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that except as provided the Company makes no representation or warranty regarding its fulfillment in the Registration Rights Agreement and Section 4(h) hereof: (i) future of any reporting requirements under the Securities have not been Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber understands and are not being registered hereby acknowledges that the Company is under no obligation to register the Subscription Shares under the 1933 Act Securities Act, except pursuant to the registration rights set forth in Article VI herein. Notwithstanding the foregoing to the contrary, if in the future the Subscriber decides to offer, resell, or any state otherwise transfer the Subscription Shares, such securities lawsmay be offered, and may not be offered for saleresold, sold, assigned or otherwise transferred unless only (A) subsequently registered thereunderpursuant to an effective registration statement filed under the Securities Act, (B) such Buyer shall have delivered to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C) pursuant to the Company resale limitations set forth in Rule 905 of Regulation S, (if requested by the CompanyD) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, registration under the Securities Act provided by Rule 144 thereunder (if available) or (CE) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to any other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Subscriber acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to the Subscription Shares prior to the expiration of the distribution compliance period specified in Rule 144 or Rule 144A 903 of Regulation S promulgated under the 1933 Act (or a successor rule thereto) (collectivelyAct, “Rule 144”); (ii) unless in compliance with the Securities Act. The Subscriber agrees that if any sale transfer of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 Subscription Shares is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed proposed to be an underwriter (made, as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor a condition precedent to any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoingsuch transfer, the Securities transferor may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery deliver to the Company pursuant an opinion of counsel satisfactory to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g)the Company.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”)) or to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) made may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)below), including, without limitation, this Section 2(g2(f).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as otherwise provided herein, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no if the Buyer effecting effects such a pledge of Securities it shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g2(f).