Common use of Transfer or Resale Clause in Contracts

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form counsel (or such other evidence reasonably acceptable to the Company), 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreementthat: (i) the Securities 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 the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a form reasonably acceptable to 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 (C) 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 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities 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 Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunderthereunder in order for such resale to be allowed, and (iii) neither the Company nor any other Person is under any no obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement) 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 The Investor understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such Buyer Investor understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such Securities can could then be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer ACS understands that (a) except as provided in the Registration Rights Agreement: (i) , 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (iib) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunderthereunder in order for such resale to be allowed, and (iiic) neither the Company nor any other Person is under any no obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement 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 SGI understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer SGI shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements, or (C) such Buyer SGI provides the Company with reasonable assurance assurances that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under in each case following the 1933 Act, as amended, applicable holding period set forth therein (or a successor rule thereto) (collectively, “Rule 144”which assurance may be provided in the form of an opinion letter to be drafted by the Company’s counsel), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that (i) except as provided in Section 2 of this Agreement the Registration Rights Agreement: (i) PMTI Common Stock and the Securities Damage Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, or (Bb) such the Buyer shall have delivered to the Company an opinion of counsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect that such Securities the securities to be sold, assigned sold or transferred may be sold, assigned 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC Commission thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities (other than pursuant to Section 2 of this Agreement) under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) except as provided in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to 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 (C) such Buyer provides the Company with reasonable assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities 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 Digital River understands that except as provided in the Registration Investor Rights Agreement: (i) the Securities 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 transferred, unless in accordance with the terms of the Standstill Agreement, and additionally (A) subsequently registered thereunder, (B) such Buyer Digital River shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Digital River 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, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities Shares for resale under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any resale exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if such Buyer intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of the Securities under circumstances in which the seller such Buyer (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Each Buyer understands that except as provided in the Investor Registration Rights AgreementAgreement of even date herewith or pursuant to Regulation E promulgated under the Securities Act of 1933: (i) the Securities 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 (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “"Rule 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights AgreementSection 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are will not being be registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Series A Preferred Shares and the Conversion Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “"Rule 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities Common 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the Securities such Common Shares made in reliance on Rule 144 under the Securities Act (or a successor rule) ("RULE 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such Common Shares under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

Transfer or Resale. Such Buyer The Investor understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, thereunder or (Bb) such Buyer the Investor shall have delivered to the Company an opinion of counsel, in a form counsel (which opinion and counsel shall be reasonably acceptable to the Company, ) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the such Securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have Stock 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 (Aa) subsequently registered thereunder, included in an effective registration statement thereunder or (Bb) such Buyer shall have delivered to the Company an opinion of counsel, in a form counsel (which opinion shall be reasonably acceptable 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 (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”rule), (ii) any sale of the Securities such Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the Securities such 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 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such 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 except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if such Buyer intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of the Securities under circumstances in which the seller such Buyer (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are will not being be registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("RULE 144") may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementCodeSmart Shareholders understand: (i) none of the Securities have not Common Stock has been and or are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer CodeSmart Shareholders shall have delivered to the Company FICF an opinion of counsel, in a form reasonably acceptable to the CompanyFICF, to the effect that such Securities Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company CodeSmart Shareholders provide FICF with reasonable assurance reasonably acceptable to FICF that such Securities Common Stock and the Convertible can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor none of FICF or any other Person person is under any obligation to register the Securities Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) except as provided in Section 5(h) hereof, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(e)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxt or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Series B Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (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, as amended, (ii) any sale of such securities made in reliance on Rule 144 (or a successor rule thereto) (collectively, “Rule "RULE 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Debentures and the Conversion Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably legally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule "RULE 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementCodeSmart Shareholder understands: (i) neither the Securities Parent Shares have not been and or are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer CodeSmart Shareholder shall have delivered to the Company Parent an opinion of counsel, in a form reasonably acceptable to the CompanyParent, to the effect that such Securities Parent Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer CodeSmart Shareholder provides the Company Parent with reasonable assurance reasonably acceptable to the Parent that such Securities Parent Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Parent Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Parent Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither none of the Company nor Parent or any other Person person is under any obligation to register the Securities Parent Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement: , the Common Shares, the Warrants, the Warrant Shares, and the shares of Common Stock that may be issued to the Buyer pursuant to Section 2(c) of the Registration Rights Agreement (ithe "Damage Shares") the Securities have not been and are not being registered under the 1933 Act or any state securities Securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, or (Bb) such the Buyer shall have delivered to the Company an opinion of counsel, reasonably satisfactory in a form reasonably 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities such securities made in reliance on Rule rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities (other than pursuant to the Securities Registration rights Agreement) under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a substantially the form reasonably acceptable to the Companyattached hereto as Exhibit F, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 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 AgreementApple Green Shareholder understands: (i) none of the Securities have not has been and or are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Apple Green Shareholder shall have delivered to the Company BLES an opinion of counsel, in a form reasonably acceptable to the CompanyBLES, 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 Apple Green Shareholder provides the Company BLES with reasonable assurance reasonably acceptable to BLES that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor none of BLES or any other Person person is under any obligation to register the Securities Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementAgreement and Section 4.3 hereof: (i) the Securities Purchased Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities Purchased Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or ; (Cii) such Buyer provides any sale of the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Purchased Shares made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule thereto)(“Rule 144”), (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Purchased Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities Purchased 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 that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form and substance reasonably acceptable satisfactory to the Company, to the effect that such the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Series A Preferred Share, the Conversion Shares, the Warrants or the Warrant Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (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, as amended, Act (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) except as provided in the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the Securities sale of 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 Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form and substance reasonably acceptable satisfactory to the Company, to the effect that such Securities the Paradise Warrants, Paradise Shares or Warrant Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) except for Eruptor's obligation pursuant to the Registration Rights Agreement dated October 6, 1999 by and among Eruptor and the purchasers of the Series A Preferred Stock, neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Notes and the Conversion Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto); (ii) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “"Rule 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands Purchasers understand that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 7.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with any margin account or other lending arrangement.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement: (i) the Securities Newly Issued 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, or (Bb) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in a form reasonably acceptable form, scope and substance to the Company, to the effect that such Securities the securities to be sold, assigned sold or transferred may be sold, assigned 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of Rule 144 said rule and further, if Rule 144 said rule is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementAgreement and Section 4.3 hereof: (i) the Securities Purchased Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities Purchased Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or ; (Cii) such Buyer provides any sale of the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Purchased Shares made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule theretothereto)("Rule 144") (collectively, “Rule 144”), (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Purchased Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities Purchased 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 Agreementthat: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to 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 (C) 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, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities 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 Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunderthereunder in order for such resale to be allowed, and (iii) neither the Company nor any other Person is under any no obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement) and (iv) the Company has agreed to register the shares of Common Stock as provided in the Registration Rights Agreement.

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement: (i) -------------------- the Securities have not been and (except as contemplated by the Registration Rights Agreement) are not being registered under the 1933 Securities Act or under the securities laws or blue sky laws of any state securities lawsor foreign jurisdiction, 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration is available, or (C) such Buyer provides and neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or under the securities laws or blue sky laws of any state or foreign jurisdiction or to comply with reasonable assurance that such Securities can be soldthe terms and conditions of any exemption thereunder (in each case, assigned or transferred other than pursuant to Rule 144 this Agreement or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”Registration Rights Agreement), and (ii) any sale of the Securities made in reliance on Rule 144 under the Securities Act, or a successor rule ("Rule 144"), may be made only in accordance with the terms of Rule 144 and Article 5 hereof and further, if Rule 144 is not applicable, any resale of the 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Each Buyer understands that except as provided in the Investor Registration Rights Agreement: (i) the Securities 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 (A) subsequently registered thereunder, or (B) 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 form counsel to the Company or of other counsel reasonably acceptable to the Company, Company to the effect that such Securities to be sold, assigned or transferred securities may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreementthat: (iA) the Securities Debentures have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, registration requirements or (Ciii) such the Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities the Debentures can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (iiB) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iiiC) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form counsel reasonably acceptable to the Company, in a reasonably 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 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities 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 understands that that, except as provided in the Registration Rights Section 4.2 of this Agreement: , (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such Securities can could then be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1930 Xxx) may xay require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities 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 The Investor understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunderfor resale thereunder and sold, assigned or transferred in accordance with an effective registration statement, (B) such Buyer the Investor shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer the Investor provides the Company with reasonable assurance reasonably acceptable to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 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 The Buyer understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Act or any applicable state securities lawslaws and consequently the Buyer may have to bear the risk of owning the Securities for an indefinite period of time, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered included in an effective registration statement thereunder, (Bb) such the Buyer shall have delivered to the Company an opinion of counsel, in a form counsel (which opinion shall be reasonably acceptable to the Company, ) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule theretorule) or (collectively, “d) sold or transferred to an affiliate (as defined in Rule 144”), ) of the Buyer; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1933 Xxx) may xxy require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.thereunder (in each case, other than pursuant to the Registration

Transfer or Resale. Such Buyer Subscriber understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel selected by such Subscriber, in a form reasonably acceptable satisfactory to the CompanyCompany as to such counsel and to the form of opinion, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant without registration under the applicable requirements of the 1933 Act; provided, however, that Xxxxxxx Xxxx & Xxxxx LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be required to sell, assign or otherwise transfer all or any portion of such Securities to an exemption from such registrationAffiliate of the holder of the Securities, or (C) such Buyer Subscriber provides the Company with reasonable assurance reasonably satisfactory to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, 144; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “Rule thereto)("RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.

Transfer or Resale. Such Buyer Xxxxxxxx understands that except as provided in the Registration Rights Agreement: (i) except as ------------------ otherwise provided in section 3A hereof, the Securities Incentive Shares and the Adjustment 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 Xxxxxxxx shall have delivered to the Company SyQuest either (I) a certificate or (II) an opinion of counsel, in a form either case, reasonably acceptable satisfactory in form, scope and substance to the CompanySyQuest, to the effect that such Securities the securities to be so offered, sold, assigned or transferred may be so offered, sold, assigned or transferred pursuant to an exemption from such registration, registration or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and furtherand, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company SyQuest nor any other Person person is under any obligation to register such securities (other than pursuant to section 3A hereof) under 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, except as provided in the Registration Rights Agreement: , (i) the sale or resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Securities are sold pursuant to an effective registration statement under the 1933 Act, (Bb) such the Buyer shall have delivered to the Company an opinion of counsel, in a form counsel reasonably acceptable to the Company, to Company and its counsel that the effect that such Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a any successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing 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 except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the such Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, except as set forth in the Registration Rights Agreement.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company Issuer an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that the 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 Issuer with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on upon Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company Issuer nor any other Person person is under any obligation to register the any Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Investor Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, laws and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Buyer, if reasonably requested by the Company, shall have delivered to the Company an opinion of counsel, in a form and substance reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, except as set forth in that certain Registration Rights Agreement by and among the Buyer and the Company dated as of the date hereof (the “Registration Rights Agreement”) in the form of Exhibit C attached hereto.

Transfer or Resale. Such Buyer Investor understands that that, except as provided in the Registration Rights Agreement: , (i) the 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 (A) subsequently registered thereunder, (B) such Buyer Investor shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the 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 the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counselcounsel reasonably acceptable to the Company, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, (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 can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(e)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement: (i) the -------------------- Securities have not been and (except as contemplated by the Registration Rights Agreement) are not being registered under the 1933 Securities Act or under the securities laws or blue sky laws of any state securities lawsor foreign jurisdiction, 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration is available, or (C) such Buyer provides and neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or under the securities laws or blue sky laws of any state or foreign jurisdiction or to comply with reasonable assurance that such Securities can be soldthe terms and conditions of any exemption thereunder (in each case, assigned or transferred other than pursuant to Rule 144 this Agreement or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”Registration Rights Agreement), and (ii) any sale of the Securities made in reliance on Rule 144 under the Securities Act, or a successor rule ("Rule 144"), may be made only in accordance with the terms of Rule 144 and Article 5 hereof and further, if Rule 144 is not applicable, any resale of the 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “"Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, thereunder or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) except as otherwise contemplated by the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement: , (i) the 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 (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form reasonably acceptable and substance 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 one or more specified exemptions from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, and any other securities laws; (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the Securities under the 1933 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 that except as provided in the Registration Rights Agreement: (i) the Securities Series D Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, (Bb) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (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, as amended, (ii) any sale of such securities made in reliance on Rule 144 (or a successor rule thereto) (collectively, “Rule "RULE 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that (i) except as provided in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such Securities without registration under the Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementPurchaser understands: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Debentures have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer The Lender understands that that: (i) except as provided in the Registration Rights Agreement: (i) , the Securities Notes and the Interest Payment 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 either (Aa) subsequently registered thereunder, thereunder or (Bb) such Buyer the Lender shall have delivered to the Company Corporation an opinion of counselby counsel reasonably satisfactory to the Corporation, in a form form, scope and substance reasonably acceptable satisfactory to the CompanyCorporation, to the effect that such Securities the Notes and the Interest Payment Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), (ii) any sale of the Securities such securities made in reliance on Rule 144 as amended (or any applicable rule which operates to replace said Rule), promulgated under the 1933 Act ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person through person though whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some wixx xxxx other exemption under the 1933 Act or the rules and regulations of the SEC thereunderthereunder and applicable state securities laws, and (iii) neither the Company Corporation nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not subsequent offers and sales of the Securities shall be offered for sale, sold, assigned or transferred unless made only (A) subsequently registered thereunderto the Company or a subsidiary thereof, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated a registration statement which has been declared effective under the 1933 Act, (C) outside the United States in a transaction meeting the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations of the jurisdiction in which such sale is made , as amendedapplicable, or (or a successor rule theretoD) (collectively, “Rule 144”), pursuant to any other available exemption from the registration requirements of the 1933 Act; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder. The Buyer acknowledges that prior to registration, and (iii) neither the Company nor shall require, prior to any offer, sale or other Person is under any obligation transfer of the Securities, the delivery of an opinion of counsel, in generally acceptable form, to register the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred only pursuant to an exemption from registration under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderAct.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined in Section 3(e)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer WCC understands that that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not nor being registered under the 1933 Act or any state securities laws, and may not be offered for sale, soldsale sole, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer WCC shall have delivered to the Company an opinion of counsel, counsel in a form reasonably generally acceptable to the Companyform, to the effect that such the Securities to be sold, assigned or transferred may be sold, : assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer WCC provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, and ; (iiiD) neither the Company nor any other Person such transferee or assignee is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions an Affiliate of any exemption thereunderWCC.

Transfer or Resale. Such Each Buyer understands that except as provided in the Investor Registration Rights Agreement: (i) the Securities Convertible Debentures, the Warrant, the Escrow Shares, the Warrant Shares and the Conversion Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule "RULE 144”), (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such securities under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such The Buyer understands that (i) no public market now exists for the Note and that the Seller has made no assurances that a public market will ever exist for the Note, (ii) except as provided in the Registration Rights Agreement: (i) , the Securities have Note has not been and are not being registered under the 1933 Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered included in an effective registration statement thereunder, (Bb) such the Buyer shall have delivered to the Company Seller an opinion of counsel, in a form counsel (which opinion shall be reasonably acceptable satisfactory to the Company, Seller) to the effect that such Securities the Note to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule theretorule) (collectively, “"Rule 144”")) or (d) except in connection with the exercise of the Option, (iiiii) any sale of the Securities such Note made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such Note under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, and (iiiiv) neither the Company Seller nor any other Person person is under any obligation to register the Securities such Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement).

Transfer or Resale. Such Buyer Holder understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Delivery Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer Holder shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities Delivery Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), registration requirements; (ii) any sale of the Securities Delivery Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Delivery Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities Delivery 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 Purchaser understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, thereunder or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and and, further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) except as otherwise provided in the Documents, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule "RULE 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance compxxxxxx with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such Buyer Xxxxxx understands that except as provided in the Registration Rights Agreementthat: (i) the Securities 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 (A) subsequently registered thereunder, (B) 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 form and substance reasonably acceptable to 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 (C) 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 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities New Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities New Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Securities and Exchange Commission thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities 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 that ------------------ except as provided in the Series F Registration Rights Agreement and the Series G Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form and in substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some wixx xxxx other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that ------------------ except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form and in substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities such securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer EW understands that (i) except as provided in the Registration Rights Forbearance Agreement: (i) , the Securities Common 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and (collectively, “Rule 144”c) of Section 5.1 hereof), ; (ii) any sale of the Securities such Common Shares made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register such Common Shares under the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Forbearance Agreement).

Transfer or Resale. Such Buyer The Purchaser understands that except as provided in the Registration Rights Agreement: (i) the -------------------- Securities have not been and are not being registered under the 1933 Securities Act or under the securities laws or blue sky laws of any state securities lawsor foreign jurisdiction, 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 form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration is available, or (C) such Buyer provides and neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or under the securities laws or blue sky laws of any state or foreign jurisdiction or to comply with reasonable assurance that such Securities can be soldthe terms and conditions of any exemption thereunder (in each case, assigned or transferred other than pursuant to Rule 144 this Agreement or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”Registration Rights Agreement), and (ii) any sale of the Securities made in reliance on Rule 144 under the Securities Act, or a successor rule ("Rule 144"), may be made only in accordance with the terms of Rule 144 and Article 5 hereof and further, if Rule 144 is not applicable, any resale of the 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless unless: (A) subsequently registered thereunder, ; (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company's counsel, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, registration requirements; or (C) such Buyer provides the Company with reasonable assurance that sells, assigns or transfers such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act, as amended, amended (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Warrants and the Warrant Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to form, at the Company’s expense, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Warrants and Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Commission thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementPurchaser understands: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Shareholder understands that except as provided in the Parent Registration Rights Agreement: (i) the Parent Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Shareholder shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to the Companyform, to the effect that such the Parent Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Shareholder provides the Company with reasonable assurance that such the Parent Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Parent Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Parent Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company Parent nor any other Person person is under any obligation to register the Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Warrants and the Warrant Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably generally acceptable to form, at the Company’s expense, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”), ; (ii) any sale of the Securities Warrants and the Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Commission thereunder, ; and (iii) neither the Company nor any other Person is under any obligation to register the Securities Warrants or the Warrant 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 that except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, “"Rule 144”"), ; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder, ; and (iii) neither the Company nor any other Person person is under any obligation to register the such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account.