Common use of Transfer or Resale Clause in Contracts

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register 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: (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than except as set forth in the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer The Purchaser understands that: (i) the Common Stock and Warrants 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 (aA) subsequently registered thereunder, (bB) such Buyer the Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer the Purchaser provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Securities Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than . Notwithstanding the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectivelyforegoing, the "REGISTRATION RIGHTS AGREEMENTS"), neither Securities may be pledged in connection with a bona fide margin account or other loan secured by the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that: that (i) except as provided in the Common Stock and Warrants Registration Rights Agreement, 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 saleoffered, sold, assigned pledged or otherwise transferred unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (which exemption the Company expressly agrees may be established as contemplated in clauses (b) and (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 (or a successor rule thereto) ("RULE 144"of Section 5.1 hereof); (ii) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule theretorule) (“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 such securities Securities without registration under the Securities Act under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and thereunder in order for such resale to be allowed, (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any no obligation to register such securities 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) and (iv) the Company has agreed to register the Common Shares and Warrant Shares as provided in the Registration Rights Agreement.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform 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 (cC) such Buyer provides the Company with reasonable assurance reasonably acceptable to the Company that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) 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 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); , (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; , and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counselcounsel (or such other evidence reasonably acceptable to the Company), in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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: (i) the Common Stock and Warrants 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 (aA) subsequently registered thereunder, (bB) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a generally form reasonably acceptable formto the Company, 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 (cC) such Buyer the Investor provides the Company with reasonable assurance that such securities Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Each Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants Convertible Debentures 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 (aA) subsequently registered thereunder, or (bB) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and provincial securities laws and such Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel to the Company or of other counsel reasonably acceptable form, 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 (or a successor rule thereto) ("RULE 144")registration requirements; (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule thereto) (“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 such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the securities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if such Buyer intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of such securities the Securities under circumstances in which the seller such Buyer (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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: (i) the Common Stock and Warrants 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 (aA) subsequently registered thereunder, (bB) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a generally form reasonably acceptable formto the Company, to the effect that such securities the Note to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer the Investor provides the Company with reasonable assurance that such securities the Note can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Note made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Note under circumstances in which the seller (or the person 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 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Note 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 thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 LDN understands that: that (i) the Common Stock and Warrants Restricted 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 (aA) subsequently registered thereunder, (bB) such Buyer LDN shall have delivered to the Company an opinion of counsel, in a generally acceptable formform and substance reasonably satisfactory to the Company, to the effect that such securities the Restricted Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer LDN provides the Company with reasonable assurance that such securities the Restricted Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Securities Act (or a successor rule thereto) thereto ("RULE “Rule 144"”); (ii) any sale of such securities Restricted Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities Restricted Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Commission thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Restricted 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: (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a generally form reasonably acceptable formto 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 (cC) 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) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person 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 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")except as provided in Section 5(h) hereof, neither the Company nor any other person Person is under any obligation to register such securities 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 ACS understands that: that (ia) except as provided in the Common Stock and Warrants Registration Rights Agreement, the Securities have not been and are not being registered under the 1933 Act Securities Act, or any state securities laws, and may not be offered for saleoffered, sold, assigned pledged or transferred otherwise transferred, unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (which exemption the Company expressly agrees may be established as contemplated in clauses (b) and (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 (or a successor rule thereto) ("RULE 144"of Section 5.1 hereof); (iib) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule theretorule) ("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 such securities Securities without registration under the Securities Act under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and thereunder in order for such resale to be allowed, (iiic) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any no obligation to register such securities 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 and the Registration Rights Agreement) and (d) the Company has agreed to register the Common Stock issued or issuable upon the conversion of Preferred Stock as provided in the Registration Rights Agreement.

Transfer or Resale. Such Buyer understands that: , (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state other securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be be, have been or are being sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or any other securities laws. Notwithstanding the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectivelyforegoing, the "REGISTRATION RIGHTS AGREEMENTS"), neither Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands that: that (i) the Common Stock Series A Preferred Shares and Warrants 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 (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) 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 Securities Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule thereto) ("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 such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such 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: that (i) the Common Stock and Warrants have has not been and are is 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 (a) subsequently registered thereunder, included in an effective registration statement thereunder or (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel (which opinion shall be reasonably acceptable form, to the Company) to the effect that such securities the Stock to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (c) such Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred sold pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"rule); , (ii) any sale of such securities Stock made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, and in conformity with all Laws, the Stock may be pledged as collateral in connection with a bona fide margin account or any other lending arrangement.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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 (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) 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 Securities Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person (as defined below) is under any obligation to register such securities the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer The Investor understands thatthat except as ------------------ provided in the Amended and Restated Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer the Investor provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer Purchaser understands that: that (i) except as provided in the Registration Rights Agreement, the Common Stock and Warrants 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 saleoffered, sold, assigned pledged or otherwise transferred unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (which exemption the Company expressly agrees may be established as contemplated in clauses (b) and (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 (or a successor rule thereto) ("RULE 144"of Section 5.1 hereof); (ii) any sale of such securities Common Shares made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule theretorule) ("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 such securities Common Shares without registration under the Securities Act under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Common Shares 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such securities can Securities could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if such Buyer intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of such securities the Securities under circumstances in which the seller such Buyer (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a generally form reasonably acceptable formto the Company, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally reasonably acceptable formto 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 (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer understands that: , except as provided in the Registration Rights Agreement, (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.

Transfer or Resale. Such The Buyer understands that: shall not Transfer or offer to Transfer the Securities unless (iA) such Securities are subsequently registered pursuant to the terms of the Registration Rights Agreement, (B) such Transfer is made to the Company or to an Affiliate of the Buyer, (C) the Common Stock and Warrants have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counselcounsel or any other evidence reasonably satisfactory to legal counsel of the Company, in a generally form reasonably acceptable formto the Company, to the effect that such securities Securities to be sold, assigned or transferred Transferred may be sold, assigned or transferred Transferred pursuant to an exemption from such registration, or (ci) such Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144 Regulation S promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other another valid exemption from registration under the 1933 Act or the rules and regulations of the SEC thereunder; and , or (iiiD) other than the Buyer provides the Company Registration Rights Agreement and the BSTI Registration Rights Agreement with reasonable assurance that such Securities can be Transferred pursuant to (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities i) Rule 144 promulgated under the 1933 Act (“Rule 144”) or any state securities laws (ii) Rule 144A promulgated under the 1933 Act (“Rule 144A”). In the case that a Buyer is permitted to Transfer the Securities and, if applicable, provides satisfactory evidence to the Company pursuant to the previous sentence, the Company shall, at the request of the holder of such Securities, issue such book-entry Securities to the holder or the applicable transferee of such Securities by electronic delivery (x) if eligible and requested by the holder or applicable transferee, on the applicable balance account at The Depository Trust Company, and (y) on the books of the Company or its transfer agent. For purposes of this Agreement, “Transfer” means, with respect to comply with the terms and conditions Securities, to sell, transfer, hypothecate, assign, gift, bequest or otherwise dispose of any exemption thereundersuch Securities.

Transfer or Resale. Such The Buyer understands that: that (i) except as provided in the Common Stock and Warrants Registration Rights 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 (a) subsequently registered included in an effective registration statement thereunder, or (b) such the Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel (which opinion shall be reasonably acceptable form, to the Company) to the effect that such securities the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (c) such Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred sold pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"rule); (ii) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement, provided that such transaction complies with applicable securities laws.

Transfer or Resale. Such Buyer understands that, except as provided in the Investors' Rights Agreement: (i) the Common Stock and Warrants Shares have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities the Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than except as set forth in the Company Registration Investors' Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person is under any obligation to register such securities the Shares under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Shares may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderShares.

Transfer or Resale. Such Buyer Each Seller understands that: (i) the Common Stock and Warrants Able Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer Seller shall have delivered to the Company Buyer an opinion of counsel, in a generally acceptable form, to the effect that such securities Able Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Seller provides the Company Buyer with reasonable assurance that such securities Able Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Able Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Able Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company Buyer nor any other person is under any obligation to register such securities the Able Shares for resale under the 1933 Act or any state securities laws or to comply with the terms and conditions of any resale exemption thereunder.

Transfer or Resale. Such Buyer Seller understands that: that (i) the Buyer Common Stock and Warrants have has not been and are is not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (b) such Buyer Seller shall have delivered to the Company Buyer (if requested by the Buyer) an opinion of counselcounsel to Seller, in a generally form reasonably acceptable formto the Buyer, to the effect that such securities Buyer Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cB) such Buyer Seller provides the Company Buyer with reasonable assurance that such securities Buyer Common Stock can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Securities Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Buyer Common Stock made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Buyer Common Stock under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderSecurities Act; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company Buyer nor any other person Person is under any obligation to register such securities the Buyer Common Stock 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, thereunder or (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than except as otherwise contemplated by the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person Person is under any obligation to register such securities 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 (i) the sale or resale of the Common Stock and Warrants have 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 (a) subsequently registered thereunderthe Common Stock is sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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, or (c) such Buyer provides the Company with reasonable assurance that such securities can be sold, assigned Common Stock is sold or transferred pursuant to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule theretorule) ("RULE “Rule 144"”)) 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 (d) (i) the Common Stock is sold pursuant to Rule 144, if such Rule is available; (ii) any sale of such securities Common Stock made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company Seller nor any other person is under any obligation to register such 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 understands that, except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform and substance reasonably 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.

Transfer or Resale. Such Buyer understands thatthat except as provided in ------------------ the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer understands that: , (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state other securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be be, have been or are being sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other securities laws; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Securities under the 1933 Act or any state other securities laws laws. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands that: , except as provided in the Registration Rights Agreement, (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state other securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform and substance 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 one or more specified exemptions from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other securities laws; and (iii) other than except as set forth in the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any other securities laws; and (iv) the ability of the Company to register the Closing Shares, the Conversion Shares and the Warrant Shares may be limited by the rules and regulations of the SEC, state securities laws or to comply with authorities, and the terms published and conditions unpublished interpretations of any exemption thereundertheir respective staffs.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act 0000 Xxt or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register 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: that (i) except as provided in the Registration Rights Agreement and the Amended and Restated Registration Rights Agreement of Spectra, the Securities, the shares of Spectra Common Stock receivable by the Buyer upon exercise of the Warrants (the "Exercise Shares"), and Warrants the Damage Shares (as that term is defined in the Registration Rights Agreement) 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 the Buyer shall have delivered to the Company an opinion of counsel, reasonably satisfactory in a generally acceptable form, scope and substance to the Company, to the effect that such the securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (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 (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities (other than pursuant to the Registration Rights Agreement and the Amended and Restated Registration Rights Agreement of Spectra) 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: The Investors understand that (ia) except as provided in the Common Stock and Warrants Registration Rights Agreement, the sale or resale of the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and the Securities may not be offered for saleoffered, sold, assigned pledged or otherwise transferred unless (a) subsequently registered thereunder, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (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 (or a successor rule thereto) ("RULE 144")registration is available; (iib) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Securities Act (or a successor rule theretorule) ("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 such securities Securities without registration under the Securities Act under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunderthereunder in order for such resale to be allowed; and (iiic) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any no obligation to register such securities 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 and the Registration Rights Agreement); (d) the Company has agreed to register the resale of the Shares as provided in the Registration Rights Agreement; and (e) notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement, provided such pledge is consistent with applicable laws, rules and regulations and the provisions of the Transaction Documents.

Transfer or Resale. Such Buyer Citadel Shareholder understands thatthat except as provided herein: (i) the Common Stock and Warrants Exchanged Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer Citadel Shareholder shall have delivered to the Company Intelect an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer Citadel Shareholder provides the Company Intelect with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE Rule 144"); and (ii) any sale of such securities the Issued Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Issued Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")except as expressly provided herein, neither the Company Intelect nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto Company counsel, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to Regulation S or an exemption from such registration, or (cC) if such Buyer wishes to sell Securities in reliance upon the exemption from registration set forth in Section 4(1) of the 1933 Act ("Section 4(1)"), such Buyer provides the Company with reasonable assurance that such securities can Securities have been or are to be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities made in reliance on . If Seller intends to utilize Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if but Rule 144 is not applicableapplicable to such resale, any resale of such securities the Securities under circumstances in which the seller Seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; . Such Buyer further understands and (iii) other than agrees not to engage in hedging transactions with regard to the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities under Securities unless in compliance with 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 Section 4(u) below: (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), except as set forth in Section 4(u) neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.exemption

Transfer or Resale. Such The Buyer understands that: , except as provided in the Registration Rights Agreement, (i) the Common Stock and Warrants have sale or resale of the Securities has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and may the Securitiesmay not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel reasonably acceptable form, to the effect Company and its counsel that such securities the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, 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 promulgated under the 1933 Act (or a any successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing 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 understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the uxxxx xxx 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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, (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in the Notes) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formsubstantially the form attached hereto as Exhibit F, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer Purchaser understands that: , except as provided in the Registration Rights Agreement, (i) the Common Stock and Warrants 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, (bB) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Purchaser provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in the Notes) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, "RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands that: , except as provided in Section 4.2 of this Agreement, (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such securities can Securities could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1930 Xxx) xxy xay require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities the Note and the Warrants under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 registrationthe registration requirements under the 1933 Act, or (cC) such Buyer provides the Company with reasonable assurance assurances that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); and (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and and, further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than . Notwithstanding the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectivelyforegoing, the "REGISTRATION RIGHTS AGREEMENTS"), neither Securities may be pledged in connection with a bona fide margin account or other loan secured by the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. Such The Buyer understands that: (i) the Common Stock Securities and Warrants the Underlying 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 (aA) subsequently registered thereunder, (bB) such the Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities or Underlying Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements, or (cC) such the Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such securities Securities or Underlying Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Securities Act, as amended (or a successor rule thereto) ("RULE collectively, “Rule 144"”), in each case following the applicable holding period set forth therein; and (ii) any sale of such securities the Securities or Underlying Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities or Underlying Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Purchaser provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than . Notwithstanding the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectivelyforegoing, the "REGISTRATION RIGHTS AGREEMENTS"), neither Securities may be pledged in connection with a bona fide margin account or other loan secured by the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act 1000 Xxx or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer understands that: (i) that the Common Stock and Warrants 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 delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (or a successor rule thereto) ("RULE 144")registration requirements; (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register 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 thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.

Transfer or Resale. Such Buyer understands thatPurchaser understands: (i) the Common Stock and Warrants 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, (bB) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) 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 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer understands that: , except as provided in Section 4.2 of this Agreement, (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such securities can Securities could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities the Note and the Warrants under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a generally form reasonably acceptable formto 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 (cC) 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) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person 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 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")except as provided in Section 5(h) hereof, neither the Company nor any other person Person is under any obligation to register such securities 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 Common Stock and Warrants Registration Rights 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 (a) subsequently registered included in an effective registration statement thereunder, or (b) such the Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel (which opinion shall be reasonably acceptable form, to the Company) to the effect that such securities the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (c) such Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred sold pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"rule); (ii) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer The Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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 sold or transferred unless (aA) subsequently registered thereunderfor resale thereunder and sold or transferred in accordance with an effective registration statement, (bB) such Buyer the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (cC) such Buyer the Investor provides the Company with reasonable assurance reasonably acceptable to the Company that such securities Securities can be sold, assigned sold or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some compliancx xxxx xome other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Investor agrees that the sale of the Securities will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the Principal Market, if applicable.

Transfer or Resale. Such Buyer understands thatPurchaser understands: (i) the Common Stock and Warrants 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, (bB) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) 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 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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: (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE 144\"Rule 144\"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than except as set forth in the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunder.Securities. g.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, provided that upon the request of the Company, Buyer delivers to the Company an opinion of counsel, in a form reasonably acceptable to the Company, confirming the availability of such exemption, or (cC) 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 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have have, if requested by the Company, delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) such Buyer provides the Company with reasonable assurance reasonably acceptable to the Company that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company and its counsel, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company and its legal counsel, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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, (i) the Common Stock and Warrants have sale or resale of the Securities has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel, in a generally counsel reasonably acceptable form, to the effect Company and its counsel that such securities the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, 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 promulgated under the 1933 Act (or a any successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing 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 understands that: (i) the Common Stock and Warrants Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a generally form reasonably acceptable formto the Company, to the effect that such securities the applicable Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities the applicable 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) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities Common Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities Common Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the 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 Buyer understands that: (i) the Common Stock and Warrants 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, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistered, or (cB) 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) ("RULE collectively, “Rule 144"”); and (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated 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 (iii) other than 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 Registration Rights with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement and the BSTI Registration Rights Agreement or any other Transaction Document (collectively, the "REGISTRATION RIGHTS AGREEMENTS"as defined in Section 3(b)), neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderincluding, without limitation, this Section 2(g).

Transfer or Resale. Such Buyer understands that, except as provided in the Investors’ Rights Agreement: (i) the Common Stock and Warrants Shares have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities the Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than except as set forth in the Company Registration Investors’ Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS")Agreement, neither the Company nor any other person is under any obligation to register such securities the Shares under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Shares may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderShares.

Transfer or Resale. Such Buyer understands that: that (i) the sale or resale of the Note and the Common Stock and Warrants have issuable thereunder has not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Note and the Common Stock issuable thereunder may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereundersuch security is sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned security is sold 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 security is sold or transferred pursuant to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule theretorule; “Rule 144”) of Buyer who agrees to sell or otherwise transfer the security only in accordance with this Section and who is an Accredited Investor, or (d) ("RULE i) the Common Stock is sold pursuant to Rule 144"), if such Rule is available; (ii) any sale of such securities Common Stock made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) 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 Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy and may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register 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 Noteholder understands that, except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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 Noteholder shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (c) such Buyer Noteholder 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 Securities Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Investor understands thatthat except as ------------------ provided in the Amended and Restated Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Investor provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 secured by the Securities.

Transfer or Resale. Such Buyer Xxxxxx understands that: (i) the Common Stock and Warrants New 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 (aA) subsequently registered thereunder, (bB) such Buyer shall Xxxxxx will have delivered to the Company an opinion of counselcounsel selected by Xxxxxx and reasonably acceptable to the Company, in a generally form and substance reasonably acceptable formto the Company, to the effect that such securities the New Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Xxxxxx provides the Company with reasonable assurance that such securities the New Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the New Shares made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the New Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxSecurities Act) xxy may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Securities and Exchange Commission thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities the New Shares 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance compxxxxxx with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended, (or a successor rule thereto) (collectively, "RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(q)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 xxx 0000 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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 (i) the Common Stock and Warrants Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (aA) subsequently registered thereunder, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, 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 (cC) such Buyer provides the Company with reasonable assurance that such securities the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act Act, as amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform reasonably satisfactory to the Company, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Xxx) xxy Act), may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto 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 (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE thereto)("Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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, (i) the Common Stock and Warrants any 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, (bB) such Buyer Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer Investor provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 1000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities 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.

Transfer or Resale. Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counselcounsel reasonably acceptable to the Company, in a generally form reasonably acceptable formto 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, (C) transferred to an Affiliate (as defined in Rule 144, an “Affiliate”) of such Buyer that certifies that it is an accredited investor or (cD) such Buyer provides the Company with reasonable assurance assurance, including any reasonably requested opinion of counsel, that such securities 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) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(e)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a generally form reasonably acceptable formto 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 (cC) 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) ("RULE collectively, “Rule 144"”); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person 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 0000 Xxx) xxy may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities 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 thatthat except as provided in the Registration Rights Agreement: (i) the Common Stock and Warrants 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, (bB) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (cC) such Buyer provides the Company with reasonable assurance that such securities Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act Act, as amended (or a successor rule thereto) (collectively, "RULE Rule 144"); (ii) any sale of such securities the Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(e)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 XxxAct) xxy may require compliance with some other exemption under the 1933 Act 0000 Xxt or the rules and regulations of the SEC thereunder; and (iii) other than the Company Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person Person is under any obligation to register such securities the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.