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 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 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.

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 to such Buyercounsel, 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 requirements, or (C) such Buyer the Investor provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Each 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 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 to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer The Investor understands that except as provided for 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 Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 requirements, or (C) such Buyer the Investor provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities Shares have not been and are not being registered under the 1933 Act Act, or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunderthere under, (Bii) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such the Buyer provides shall have satisfied the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to requirements of Rule 144 or Rule 144A 144(k) 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 . The Shares may be made only pledged in accordance connection with a bona fide margin account or other loan or financing arrangement secured by the terms Shares and such pledge of Rule 144, and further, if Rule 144 is Shares shall 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 a transfer, sale or assignment of the Shares hereunder, and no Buyer effecting a pledge of 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 agreements entered into by the parties hereto in connection with the transaction contemplated by this agreement, including, without limitation, this Section 2.9; provided, that in order to make any sale, transfer or assignment of Shares, the Buyer and its pledge makes such disposition in accordance with or pursuant to a registration statement or 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 thereunderAct.

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 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 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.

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof: 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 (Aa) subsequently registered thereunder, or (Bb) such Buyer shall have provided the Company with a statement of the circumstances surrounding the proposed disposition and shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect (1) 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 registration and (C2) such Buyer provides the Company that appropriate action necessary for compliance 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”)has been taken; (ii) any sale of the such Securities made in reliance on Rule 144 promulgated under the 1933 Act 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 (as defined below) 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 cxxxxxxxxe 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.

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof: 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 (Aa) subsequently registered thereunder, or (Bb) such Buyer shall have provided the Company with a statement of the circumstances surrounding the proposed disposition and shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect (1) 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 registration and (C2) such Buyer provides the Company that appropriate action necessary for compliance 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”)has been taken; (ii) any sale of the such Securities made in reliance on Rule 144 promulgated under the 1933 Act 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 (as defined below) 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 thereunder.

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 to such Buyercounsel, 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 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 such 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 (as defined below) 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 such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Each 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 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 to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a generally acceptable form reasonably acceptable to the Company and the Company’s transfer agent, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; and (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 below) 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 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and or 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 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 and documentation as may be requested by the Company or its legal counsel 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 (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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and or Section 4(h4(g) 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 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 and documentation as may be requested by the Company or its legal counsel 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 (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.

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 within the United States or to or for the account or benefit of a U.S. Person unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 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 (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.

Transfer or Resale. Such Buyer understands that except as will be 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 PubCo an opinion, in generally acceptable form, of counsel selected by the Company) an opinion of counsel Buyer and reasonably satisfactory to such Buyer, in a form reasonably acceptable to the CompanyPubCo, 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 PubCo 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, 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 belowin Section 3(o)) 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 none of the Company nor Company, PubCo 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.

Transfer or Resale. Such Buyer The Purchaser 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 be, and the Purchaser hereby agrees that the Securities may not be, offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyerthe Purchaser, 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 including 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 (as defined below) 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 Commission 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. The Company shall be entitled to give stop transfer instructions to its Transfer Agent with respect to the Securities in order to enforce the foregoing restrictions.

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 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 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.

Transfer or Resale. Such The Buyer understands that (i) except as ------------------ provided in the Registration Rights Agreement Agreement, the Preferred Shares, the Warrants, the Conversion Shares, the Dividend Shares and Section 4(h) hereof: (i) the Securities Warrant 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 (Aa) subsequently registered thereunder, or (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect that such Securities 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 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 such securities made in reliance on Rule 144 promulgated under the 1933 Act 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 Securities such securities under circumstances in which the seller (or the Person (as defined below) 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 such securities (other than pursuant to the Securities Registration Rights Agreement) under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The 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 the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (as defined below) 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 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.

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 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred within the United States or to or for the account or benefit of a U.S. Person 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 to such Buyercounsel, 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 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 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 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.

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h4.1(b) 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, or (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such BuyerPurchaser, 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 (as defined below) 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.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities Shares have not been and are not being registered under the 1933 Act Act, or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Ciii) such the Buyer provides shall have satisfied the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to requirements of Rule 144 or Rule 144A 144(k) 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 . The Shares may be made only pledged in accordance connection with a bona fide margin account or other loan or financing arrangement secured by the terms Shares and such pledge of Rule 144, and further, if Rule 144 is Shares shall 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 a transfer, sale or assignment of the Shares hereunder, and no Buyer effecting a pledge of 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 agreements entered into by the parties hereto in connection with the transaction contemplated by this agreement, including, without limitation, this Section 2.7; provided, that in order to make any sale, transfer or assignment of Shares, the Buyer and its pledgee makes such disposition in accordance with or pursuant to a registration statement or 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 thereunderAct.

Transfer or Resale. Such Each 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 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 to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 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 registrationregistration (it being acknowledged that an opinion issued by Gracin & Mxxxxx, LLP shall be acceptable to the Company), 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 (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.

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 to such Buyercounsel, 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 (“Rule 144A”) (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 (as defined belowPerson) 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.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities shares of Seller's Common Stock have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered by such Buyer for sale, sold, assigned assigned, transferred or transferred otherwise disposed of unless (Aa) subsequently registered thereunderunder the 1933 Act and state securities laws, if applicable, (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) Seller an opinion of counsel to such Buyercounsel, in a form and substance reasonably acceptable satisfactory to the CompanySeller, to the effect that such Securities securities to be sold, assigned assigned, transferred or transferred otherwise disposed of may be sold, assigned assigned, transferred or transferred otherwise disposed of pursuant to an exemption from such registration, or (Cc) such the Buyer provides the Company Seller with reasonable assurance evidence satisfactory to the Seller that such Securities securities can be sold, assigned assigned, transferred or transferred otherwise disposed of pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “"Rule 144”"); and (ii) any sale of the Securities such 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 Seller (or the Person (as defined below) 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.

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, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters 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 Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (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 below) 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 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 or other securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyerthe Investor, 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 the Investor provides the Company with reasonable assurance that that, at the time of any sale of such sale of transfer, such Securities can may be legally 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 (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.

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 to such Buyercounsel, 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 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 such 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 (as defined below) 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 such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof6, the: (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 Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 registrationRule 144, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be soldas amended, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) (collectively, “Rule 144”); ) or an exemption from such registration, (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 below) 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 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.

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, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Subscriber 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 Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counsel to such BuyerSubscriber, in a form reasonably acceptable satisfactory to the CompanyCompany as to such counsel and to the form of opinion, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant without registration under the applicable requirements of the 1933 Act; provided, however, that Proskauer Rose LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be required to sell, assign or otherwise transfer all or any portion of such Securities to an exemption from such registrationAffiliate of the holder of the Securities, or (C) such Buyer Subscriber provides the Company with reasonable assurance reasonably satisfactory to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)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, and further, if Rule 144 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.

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 to such Buyercounsel, 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”), or (D) the sale, assignment, or transfer meets the requirement of Regulation S under the 1933 Act, as amended; (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 belowin 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.

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) offered for sale, sold, assigned or transferred to an affiliate of such Buyer, (B) subsequently registered thereunder, (BC) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (CD) 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 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.

Transfer or Resale. Such Buyer understands understands, that except as provided in the Registration Rights Agreement and Section 4(h4(g) 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 counsel, reasonably acceptable to the Company, 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 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 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.

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 to such Buyercounsel, 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 belowin 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.

Transfer or Resale. Such Buyer Lender understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Loan and the 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, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel 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 Notes 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 Notes under circumstances in which the seller (or the Person (as defined below) 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 Securities and Exchange Commission promulgated thereunder; and (iii) neither the Company Borrower nor any other Person person is under any obligation to register the Securities Notes under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. If such Lender should in the future decide to dispose of any portion of the Notes, such Lender understands and agrees that stop-transfer instructions to that effect will be in effect with respect to such Notes to ensure compliance with this Clause. Such Lender further understands and agrees that there is no public trading market for the Notes, that none is expected to develop, and that the Notes must be held indefinitely unless and until it is repaid in full or the sale is registered under the Securities Act or an exemption from registration is available.

Transfer or Resale. Such Buyer Investor understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) except as ------------------ otherwise provided in section 3A hereof, the Securities Preferred Shares, the Warrant and the Derivative 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 (Aa) subsequently registered thereunder, or (Bb) such Buyer Investor shall have delivered to the Company (if requested by the Company) SyQuest an opinion of counsel counsel, reasonably satisfactory in form, scope and substance to such Buyer, in a form reasonably acceptable to the CompanySyQuest, to the effect that such Securities the securities to be so offered, sold, assigned or transferred may be so offered, 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 such securities made in reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made only in accordance with the terms of Rule 144, and further144 and, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person (as defined below) 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 SyQuest nor any other Person person is under any obligation to register the Securities such securities (other than pursuant to section 3A hereof) under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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) offered for sale, sold, assigned or transferred to an affiliate of such Buyer, (B) subsequently registered thereunder, (BC) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (CD) 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 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.

Transfer or Resale. Such Buyer PharmaBio understands that (i) except as provided in the Registration Rights Agreement between CTI and Section 4(h) hereof: PharmaBio of even date herewith (i) the Securities “Registration Rights Agreement”), the Shares have not been and are not being registered under the 1933 Securities Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A1) subsequently registered included in an effective registration statement thereunder, (B2) such Buyer PharmaBio shall have delivered to the Company (if requested by the Company) CTI an opinion of counsel (which opinion shall be reasonably satisfactory to such Buyer, in a form reasonably acceptable to the Company, CTI) to the effect that such Securities the Shares to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (C3) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule theretorule) (collectively, “Rule 144”); (ii) any sale of the Securities such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities such Shares 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 XxxSecurities Act) and may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of promulgated by the SEC promulgated thereunder; and (iii) neither the Company CTI nor any other Person is under any obligation to register such Shares under the 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).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(f) 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 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 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.

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 to such Buyercounsel, 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) (collectively144, “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 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.

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 to such selected by the 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 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 belowin 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.

Transfer or Resale. Such Buyer 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 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 to such Buyercounsel, 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 registrationRule 144, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be soldas amended, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, ( “Rule 144”); ) or an exemption from such registration, (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 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.

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 PubCo an opinion, in generally acceptable form, of counsel selected by the Company) an opinion of counsel Buyer and reasonably satisfactory to such Buyer, in a form reasonably acceptable to the CompanyPubCo, 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 PubCo 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 belowin Section 3(o)) 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 (iiiIII) neither none of the Company nor Company, PubCo 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.

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 by any Buyer or any other holder of such Securities unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 assurance, in form and substance 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 (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 (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; 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 Buyer The Seller understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities New Earthshell Debenture and the shares of common stock underlying it 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 Seller shall have delivered to the Company (if requested by the Company) Carbonics an opinion of counsel to such Buyercounsel, 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 registrationregistration requirements, or (C) such Buyer The Seller provides the Company Carbonics with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities 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”), in each case following the applicable holding period set forth therein; (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, 144 and further, if Rule 144 is not applicable, any resale of the Securities securities under circumstances in which the seller (or the Person (as defined below) 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 Carbonics nor any other Person person is under any obligation to register the Securities securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Lender 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 Lender shall have delivered to the Company (if requested by the Company) Borrower an opinion of counsel to such Buyercounsel, 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 (as defined below) 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 this Agreement or the Note, neither the Company Borrower 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. There can be no assurance that there will be any market for the Securities, nor can there be any assurance that the Securities will be freely transferable at any time in the foreseeable future.

Transfer or Resale. Such Buyer Purchaser 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 Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a form reasonably acceptable to the Company, to the effect that such Purchased Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, and whether such Securities are thereafter freely tradable without restriction, it being understood that the Securities will not be unrestricted if resold pursuant to Regulation S, 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 (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 (as defined below) 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 Commission 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.

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 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 the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 requirements, or (C) such the Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Investor 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 each Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a the form and substance of which shall be 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 registrationregistration under the 1933 Act, or (C) such Buyer each Investor provides the Company with reasonable assurance (including, if requested by the Company, a customary representation letter 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 (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 U.S. Securities and Exchange Commission (the “SEC”) 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.

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 Investor (as defined in the Registration Rights Agreement) shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 Investor 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 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 belowin 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.

Transfer or Resale. Such Buyer The Investor understands that except as provided in that: the Registration Rights Agreement Exchanged Notes and Section 4(hthe shares of Common Stock issuable upon conversion of the Exchanged Notes (the “Note Shares” and, collectively with the Exchanged Notes, the “Securities”) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities or “blue sky” laws, the Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the 1933 Act, and the Securities may not be offered for sale, sold, assigned transferred, assigned, pledged or transferred otherwise distributed 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 to such Buyercounsel, in a form reasonably generally acceptable to the Company’s legal counsel, 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 and its legal counsel 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, 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 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(g) 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 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 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.

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 Notes and Warrants (and the shares underlying the Warrants) have not been and are not being registered under the 1933 Securities Act or any state securities or “blue sky” laws, constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act, and may not be offered for sale, sold, assigned transferred, assigned, pledged or transferred otherwise distributed 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 to such Buyercounsel, in a form reasonably generally acceptable to the Company’s legal counsel, to the effect that such Securities Notes, Warrants and/or shares 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 and its legal counsel, upon the Company’s request, which request shall be at the Company’s sole discretion, with reasonable assurance that such Securities 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 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 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 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 securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, except as provided herein.

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, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a generally acceptable 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 registrationregistration requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters and an opinion of counsel) 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”), in each case following the applicable holding period set forth therein; and (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 below) 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 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Stockholder understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Acquired 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 Stockholder shall have delivered to the Company (if requested by the Company) an opinion of counsel to such BuyerStockholder, in a form reasonably acceptable to the Company, to the effect that such Acquired Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Stockholder provides the Company with reasonable assurance that such Acquired 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 Acquired 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 Acquired 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 Acquired Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 to such Buyercounsel, 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 belowin 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.

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) offered for sale, sold, assigned or transferred to an affiliate of such Buyer, (B) subsequently registered thereunder, (BC) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (CD) 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 below) 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 xxxx xxxe 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.

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 Act or any state securities or “blue sky” laws, the Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the 1933 Act, and the Securities may not be offered for sale, sold, assigned transferred, assigned, pledged or transferred otherwise distributed 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 to such Buyercounsel, in a form reasonably generally acceptable to the Company’s legal counsel, 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 and its legal counsel 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, 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 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.

Transfer or Resale. Such Buyer Purchaser 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 Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such BuyerPurchaser, 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 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 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 (as defined below) 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 Commission 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement Sections 4(h) and Section 4(h4(n) 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 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, 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 belowin 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(g) hereof: (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 to such Buyer, 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 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 (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, 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 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 Common Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 qualified under any state securities laws, and may not be offered for sale, sold, assigned 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 to such Buyercounsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned assigned, or transferred may be sold, assigned assigned, or transferred pursuant to an exemption from such registrationregistration requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned 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”); , in each case following the applicable holding period set forth therein and (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 (as defined below) 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 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities shares of Seller's Common Stock have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered by such Buyer for sale, sold, assigned assigned, transferred or transferred otherwise disposed of unless (Aa) subsequently registered thereunderunder the 1933 Act and state securities laws, if applicable, (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) Seller an opinion of counsel to such Buyercounsel, in a form and substance reasonably acceptable satisfactory to the CompanySeller, to the effect that such Securities securities to be sold, assigned assigned, transferred or transferred otherwise disposed of may be sold, assigned assigned, transferred or transferred otherwise disposed of pursuant to an exemption from such registration, or (Cc) such the Buyer provides the Company Seller with reasonable assurance evidence satisfactory to the Seller that such Securities securities can be sold, assigned assigned, transferred or transferred otherwise disposed of pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “"Rule 144”"); and (ii) any sale of the Securities such 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 Seller (or the Person (as defined below) 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities 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 Company, at the Company) ’s expense, an opinion of counsel to such Buyercounsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities 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 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 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 Shares under circumstances in which the seller (or the Person (as defined belowin Section 3(s)) 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 Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement entered into among the Company and the Buyers as of the date hereof, the (“Registration Rights Agreement”), this Agreement and Section 4(h4(e) 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, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer, in a form substance which shall be 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 ; (Cii) such Buyer provides any sale of the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to made in reliance on 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 (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.

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 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 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.

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 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, 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 belowin 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.

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 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 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h4(g) 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 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 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.

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 to such Buyercounsel, 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 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 such 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 (as defined below) person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy 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 such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 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 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.

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 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 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.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofunderstands: (i) the Securities Warrants 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 to such the Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities the Warrant or the Warrant 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 the Warrant or Warrant 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 Warrant or Warrant Shares 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 Warrant or Warrant Shares 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 Warrant or any of the Warrant Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 within the United States or to or for the account or benefit of a U.S. Person unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 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 (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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant 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 (Aa) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (Cc) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto); (ii) any sale of such securities made in reliance on Rule 144A 144 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, 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 (as defined below) 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 such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.. (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 to such Buyercounsel, 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 belowin 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.

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 and, except as provided in Section 4.22 of the Indenture, 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 to such Buyercounsel, 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 (as defined belowPerson) 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.

Transfer or Resale. Such Buyer understands that that, 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 state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (Ciii) such Buyer provides shall have satisfied the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to requirements of Rule 144 or Rule 144A 144(k) promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of . The Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities made in reliance on Rule 144 may be made only in accordance with the terms and such pledge of Rule 144, and further, if Rule 144 is Securities shall 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 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, including, without limitation, this Section 2(f); provided, that in order to make any sale, transfer or assignment of Securities, such Buyer and its pledgee shall make such disposition in accordance with or pursuant to a registration statement or 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 thereunderAct.

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 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 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.

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 to such Buyer, in a form (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 or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “Rule "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 (as defined below) person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy 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 foregoing 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 lending arrangement, provided that such transaction complies with applicable securities laws.

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 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 (each a “Disposition”) unless (A) subsequently registered thereunder, (B) such Buyer Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 Subscriber 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”)) or other applicable exemption; (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 (as defined below) 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 under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 to such Buyercounsel, 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 belowin Section 3(s)) 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.

Transfer or Resale. Such Buyer The Investor 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 Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a form selected by the Investor and reasonably acceptable to the Company, the form and substance of which shall be 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 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 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 (as defined below) 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.

Transfer or Resale. Such Each 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 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 to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares and Warrant Shares, if such stop transfer instructions are legally mandated.

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, or (Bb) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer, in a form (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, registration or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned sold or transferred to an "affiliate" of the Buyer or (d) sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”rule); (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 (as defined below) 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 foregoing 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 lending arrangement so long as the Buyer complies with the provisions of this Section 2(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 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 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities Debentures and the 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 such sale, assignment, or transfer is approved (Aunless to an affiliate or successor entity) by the Company and (a) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, 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 (Cc) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto); (ii) any sale of such securities made in reliance on Rule 144A 144 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, 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 (as defined below) 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 such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Seller understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereof: Agreement, (i) the Securities have not been and are not being registered under the 1933 Act or any state securities Securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, or (Bb) such Buyer Seller shall have provided the Company with a statement of the circumstances surrounding the proposed disposition and shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect (1) 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 registration and (C2) such Buyer provides the Company that appropriate action necessary for compliance 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”)has been taken; (ii) any sale of the such Securities made in reliance on Rule 144 promulgated under the 1933 Act 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 (as defined below) 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 complixxxx xxxh 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 Securities laws or to comply with the terms and conditions of any exemption thereunder.

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 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, 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 belowin 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.

Transfer or Resale. Such Buyer understands that (i) except as ------------------ provided in the Registration Rights Agreement Agreement, the Preferred Shares, the Warrants, the Conversion Shares and Section 4(h) hereof: (i) the Securities Warrant 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 (Aa) subsequently registered thereunder, or (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect that such Securities 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 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 such securities made in reliance on Rule 144 promulgated under the 1933 Act 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 Securities such securities under circumstances in which the seller (or the Person (as defined below) 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 such securities (other than pursuant to the Securities Registration Rights Agreement) under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 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, 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 belowin Section 3(s)) 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.

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 to such Buyercounsel, in a form and from a law firm reasonably acceptable to the CompanyCompany and its legal counsel (with Schulte Roth & Zabel LLP being deemed acceptable), to the effect that such Securities to be soldxx xxxd, assigned or xxsigxxx xr 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 144(k) 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, "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 belowin Section 3(s)) 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 rulxx xxx xegulations 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.

Transfer or Resale. Such Buyer The Holder understands that except as provided in the Amended 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 the Holder shall have delivered to the Company an opinion of counsel to the Holder (if requested by the Company) an opinion of counsel 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 the Holder provides the Company with reasonable assurance (which shall not include an opinion of counsel) 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, 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 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.

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 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 registrationregistration (it being acknowledged that an opinion issued by Gracin & Maxxxx, LLP shall be acceptable to the Company), 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 144144 ”); (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 (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1900 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.

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 to such Buyercounsel, in a form and from a law firm reasonably acceptable to the CompanyCompany and its legal counsel (with Xxxxxxx Xxxx & Xxxxx LLP being deemed acceptable), 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 belowin 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.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h5(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 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 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. If a Buyer or any subsequent holder of the Securities proposes to transfer the Securities held by such Person pursuant to Rule 144, the Company shall provide necessary opinions to its transfer agent, if requested, provided that such Buyer or such subsequent holder, as the case may be, provides the necessary representations as requested by the Company’s counsel.

Transfer or Resale. Such Each Buyer understands that that, except as provided set forth in existing agreements between the Registration Rights Agreement Buyer and Section 4(h) hereofthe Company: (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 to such Buyercounsel, 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 requirements, or (C) such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) 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”), in each case following the applicable holding period set forth therein; (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 below) 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 Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h4(g) hereof: (i) the New 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 Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyerthe Purchaser, 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, registration or (C) such Buyer the Purchaser 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 (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 U.S. Securities and Exchange Commission (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 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.