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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇▇▇▇ ▇▇▇1933 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 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 ▇▇▇▇ ▇▇▇) 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇1933 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 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 ▇▇▇▇ ▇▇▇1933 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 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 ▇▇▇▇ ▇▇▇) 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 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 1933 Act) may require c▇▇▇▇ ▇▇▇) may require compliance ▇▇e 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇Securities 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 Purchaser 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 will not being be 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 thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act established as contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof); (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("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 such Securities without registration under the Securities Act 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

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 ▇1▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇1▇▇▇ ▇▇▇) 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(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 ▇1▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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, 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 ▇▇▇▇ ▇▇▇) 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 that: (a) 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 Securities Act or any applicable state securities lawslaws and, and consequently, the Investor may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently the resale of the Securities is registered thereunder, pursuant to an effective registration statement under the Securities Act; (Bii) such Buyer shall have the Investor has delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer(in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Ciii) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 144; or Rule 144A promulgated under (iv) the 1933 Act Securities are sold or transferred to an affiliate (or a successor rule thereto) (collectively, “as defined in Rule 144”); ) of the Investor; (iib) any sale of the Securities made in reliance on 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 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and and (iiic) except as set forth in the Registration Rights Agreement, 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 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇Securities 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 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 & M▇▇▇▇▇, 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇1▇▇▇ ▇▇▇) 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) 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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) 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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) 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(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 ▇▇▇▇ ▇▇▇) 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 that: (a) 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 Securities Act or any applicable state securities lawslaws and, and consequently, the Investor may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently the resale of the Securities is registered thereunder, pursuant to an effective registration statement under the Securities Act; (Bii) such Buyer shall have the Investor has delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer(in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Ciii) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under (iv) the 1933 Act Securities are sold or transferred to an affiliate (or a successor rule thereto) (collectively, “as defined in Rule 144”); ) of the Investor; (iib) any sale of the Securities made in reliance on 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 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and and (iiic) except as set forth in the Registration Rights Agreement, 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 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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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(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 1933 Act) may require compliance ▇▇▇▇ ▇▇▇) may require compliance with some e 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 ▇▇▇▇ ▇▇▇) 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 Note Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: Agreement: (i) the Securities Notes (and the Shares issuable upon conversion thereof) 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 unless: (Aa) subsequently registered thereunder, ; (Bb) such Buyer Note Purchaser shall have delivered to the Company (if requested by the Company) Issuer an opinion of counsel to such Buyercounsel, in a form reasonably acceptable to the CompanyIssuer, to the effect that such Securities Notes or Shares issued upon conversion thereof to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or ; or (Cc) such Buyer Note Purchaser provides the Company Issuer 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 Notes or Shares issuable upon conversion thereof 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and and (iii) neither the Company Issuer nor any other Person is under any obligation to register the Securities Notes or the Shares issuable upon conversion thereof 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(h) hereof: that: (ia) the Securities have not been and are not being registered under the 1933 Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently the resale of the Securities is registered thereunderpursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (Bii) such Buyer shall have the Purchaser has delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer(in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, ; or (Ciii) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under another available exemption from the 1933 Act registration requirements of the Securities Act; (or a successor rule thereto) (collectively, “Rule 144”); (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further144 and, 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇1▇▇▇ ▇▇▇) 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) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇1▇▇▇ ▇▇▇) 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: that: (i) the offer, sale or resale of the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and accordingly, the Securities may not be offered for sale, sold, assigned or transferred unless (A) such transaction is subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyerwith expertise in U.S. federal securities laws, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) 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 a “current filer” within the meaning of Rule 144, 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 (A) adequate public information with respect to the Company is then available (within the meaning of Rule 144(c)) and (iiiB) that a sale of the Securities may otherwise be made in accordance with the terms of Rule 144; and (C) neither the Company nor any other Person is under any obligation to register the resale of the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇) 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 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 such the Company, to 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 ▇▇▇▇ ▇▇▇1933 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(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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 that, except as provided in the Registration Rights Agreement and Section 4(h) hereof7: (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 ▇▇▇▇ ▇▇▇Securities 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) 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 ▇1▇▇▇ ▇▇▇) 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 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 state securities laws, and may not be offered for sale, sold, assigned or transferred unless either (Aa) subsequently registered thereunder, thereunder or (Bb) such the Buyer shall have delivered to the Company (if requested an opinion by counsel reasonably satisfactory to the Company) an opinion of counsel to such Buyer, in a form form, scope and substance reasonably acceptable satisfactory 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 (as hereafter defined) 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) through person though whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) 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 thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

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 ▇▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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 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 ▇▇▇▇ ▇▇▇) 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 While such Buyer has not agreed to hold the ------------------ Securities for any minimum or other specific term, 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) (collectively, “"Rule 144”)") or can be sold, assigned or transferred pursuant to Rule 144(k) under the 1933 Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) 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. Notwithstanding the foregoing but subject to Section 4(j), the Securities may be pledged in connection with a bona fide margin account or other loan or other financing transaction secured by the Securities.

Transfer or Resale. Such Buyer Lender 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 Lender shall have delivered to the Company (if requested by the Company) an opinion of counsel to such BuyerLender, 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 Lender 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 ▇▇▇▇ ▇▇▇) may require must be in 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 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 1933 Act) may require compli▇▇▇▇ ▇▇▇) may require compliance with h 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) 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 counsel, selected by such Buyer, in a form Buyer 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 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 ▇▇▇▇ ▇▇▇) 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 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, 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 ▇▇▇▇ ▇▇▇Securities 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) 4.9 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 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 (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 or Rule 144A may be made only in accordance with the terms of Rule 144144 or Rule 144A, respectively, and further, if Rule 144 or Rule 144A is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) 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 thereunderlaws.

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 ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 I933 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(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 counsel, reasonably acceptable to such the Company, to 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 ▇▇▇▇ ▇▇▇1933 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 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 1933 Act) may require compliance wit▇ ▇▇▇▇ ▇▇▇) may require compliance with some other ther 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. The Company may issue stop transfer instructions in the event that a Buyer fails to comply with the provisions hereof.

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 or sold to an "affiliate" of the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred (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 ▇▇▇▇ ▇▇▇) 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.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities Shares, the Warrants and the Warrant Shares 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 generally acceptable to form, at the Company’s expense, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser 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 Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities Shares, the Warrants and Warrant 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 such 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 ▇▇▇▇ ▇▇▇Securities 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 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 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 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 Purchaser 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 144(k) promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) (collectively, “Rule "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 ▇▇▇▇ ▇▇▇Securities 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 ▇▇▇▇ ▇▇▇) 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.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereofthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless the Buyer receives prior written consent of the Board of Directors of the Company and (A) the Securities have been 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 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 ▇▇▇▇ ▇▇▇) 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. The Securities will contain a customary restrictive legend evidencing the foregoing transfer restrictions.

Transfer or Resale. Such Each 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except with respect to the obligations of the Company under the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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) or 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 securities may be sold, assigned sold or otherwise 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”)therefrom; (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 ▇▇▇▇ ▇▇▇) 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. 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, including, without limitation, this Section 2(g); provided, that such Buyer and its pledgees make such pledge in accordance with applicable laws.

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 ▇▇▇▇ ▇▇▇) 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 The Lender 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 the Lender shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyerthe Lender, 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 the Lender 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 ▇▇▇▇ ▇▇▇) 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) hereofNuVel Holder understands: (i) the Securities have HRMY Common Stock issuable to the NuVel Holder under this Agreement has 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 NuVel Holder shall have delivered to the Company (if requested by the Company) HRMY an opinion of counsel to such Buyercounsel, in a form reasonably acceptable to the CompanyHRMY, to the effect that such Securities HRMY Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer NuVel Holder provides the Company HRMY with reasonable assurance reasonably acceptable to HRMY that such Securities HRMY Common Stock 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 HRMY Common Stock 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 HRMY Common Stock 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 ▇▇▇▇ ▇▇▇) 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 none of HRMY or any other Person person is under any obligation to register the Securities HRMY Common Stock 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”); 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 ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; 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 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”)) which assurance may include the delivery of an opinion of counsel to such Buyer, in a form reasonably acceptable to the Company; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, 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 ▇▇▇▇ ▇▇▇) 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 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 ▇1▇▇▇ ▇▇▇) 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 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 ▇▇▇▇ ▇▇▇Securities 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. Each Buyer understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

Transfer or Resale. Such Buyer The Investor understands that except as provided in that: (a) the Registration Rights Agreement and Section 4(h) hereof: issuance of the Securities has not been registered under the Securities Act or any applicable state securities laws and, consequently, the Investor may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be transferred unless (i) the resale of the Securities have not been and are not being is registered pursuant to an effective registration statement under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless Securities Act; (Aii) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) , the Investor has delivered to the Company an opinion of counsel to such Buyer(in form, substance and scope customary for opinions of counsel in a form reasonably acceptable to the Company, comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Ciii) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 144; or Rule 144A promulgated under (iv) the 1933 Act Securities are sold or transferred to an affiliate (or a successor rule thereto) (collectively, “as defined in Rule 144”); ) of the Investor; (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144144 (including the holding period requirement, the volume limitations and the manner of sale restrictions, if applicable), and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which applicable the seller (or the Person (as defined below) person through whom the sale is made) may might be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and and (iiic) except as set forth in the Registration Rights Agreement, 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) 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 ▇▇▇▇ ▇▇▇) 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(h4(f) hereof: (i) the Securities have not been and and, except as set forth in the Registration Rights Agreement, are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned 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 the 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 the 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 ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands and such account understand that (i) except as provided in the Registration Rights Agreement Agreement, the Preferred Shares, the Conversion Shares, the Dividend Shares and Section 4(h) hereof: (i) the Securities Additional 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 the holder thereof 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 sold 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 ▇1▇▇▇ ▇▇▇) 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) hereofAllerayde Holder understands: (i) none of the Securities have not RXAC Common Stock has been and or 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 Allerayde Holder shall have delivered to the Company (if requested by the Company) RXAC an opinion of counsel to such Buyercounsel, in a form reasonably acceptable to the CompanyRXAC, to the effect that such Securities RXAC Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Allerayde Holder provides the Company RXAC with reasonable assurance reasonably acceptable to RXAC that such Securities RXAC Common Stock and the Convertible 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 RXAC Common Stock 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 RXAC Common Stock 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 ▇▇▇▇ ▇▇▇) 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 none of RXAC or any other Person person is under any obligation to register the Securities RXAC Common Stock 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 Investor Registration Rights Agreement and Section 4(h) hereofAgreement: (i) neither the Securities Convertible Debentures nor the Conversion Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

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 & Ma▇▇▇▇, 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 ▇▇19▇▇ ▇▇▇) 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) hereof: (i) the Securities have sale or resale of the Note and the Warrant and any underlying conversion shares of common stock has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Note and the Warrant may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Note, the Warrant and Common Stock issuable upon conversion of the Note ("Conversion Shares") are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by Note, the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable to Warrant and the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned Conversion Shares are 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 soldNote, assigned the Warrant and the Conversion Shares are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule theretorule) (collectively, “"Rule 144”")) of Purchaser who agrees to sell or otherwise transfer the Note or the Warrant only in accordance with this Section 2(e) and who is an Accredited Investor, or (d) (i) the Note, the Warrant and the Conversion Shares are sold pursuant to Rule 144, if such Rule is available; (ii) any sale of such Note, the Securities Warrant and the Conversion Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144, and further, if said Rule 144 is not applicable, any resale of such Note, the Securities Warrant and the Conversion Shares 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 1933 Act) may require com▇▇▇▇▇▇▇ ▇▇▇) 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 APLS 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 thereunderunder the 1933 Act.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have sale or resale of the Common Stock has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Common Stock may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Common Stock is sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of 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 Common Stock is sold or transferred pursuant to an exemption from such registration, (c) the Common Stock is sold or transferred to an Affiliate of Purchaser who agrees to sell or otherwise transfer the Common Stock only in accordance with this Section 2(f) and who is an Accredited Investor or (Cd) such Buyer provides (i) the Company with reasonable assurance that such Securities can be sold, assigned or transferred Common Stock is sold pursuant to Rule 144 or 144, if such Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectivelyis available, “Rule 144”); (ii) any sale of the Securities such Common Stock 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 Securities such Common Stock 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 ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; thereunder and (iii) neither the Company Sellers nor any other Person is persons are 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 thereunderunder the 1933 Act.

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 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 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 ▇▇▇▇ ▇▇▇) 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 Note has not been and are is not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Buyercounsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Note 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 Note 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 Note 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 Note 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 ▇▇▇▇ ▇▇▇) 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 Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Note may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Note and such pledge of Note shall not be deemed to be a transfer, sale or assignment of the Note hereunder, and the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement, including, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer Purchaser understands that that, except as provided in the Registration Rights Agreement and Section 4(h) hereofAgreement: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if reasonably 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 Purchaser provides the Company with reasonable assurance (as evidenced by a certificate of such Purchaser, if requested by 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 ▇▇▇▇ ▇▇▇Securities Act) may require compliance with some other exemption under the 1933 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 thereunderthereunder except pursuant to the Registration Rights Agreement.