Common use of Transfer or Resale Clause in Contracts

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands thatthat except as provided for in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the resale of the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred within the United States or to or for the account or benefit of a U.S. Person unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally form, scope and substance reasonably acceptable formto 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 requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities 1933 Act, as amended amended, (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 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 Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Such Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor 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 Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities have been or can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 1933 Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iiiii) neither the Company nor any other person Person is under any obligation to register the Securities under the Securities 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 so long as the pledgee is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. As used in this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof or any other legal entity.

Transfer or Resale. The Investor Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities 1933 Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following or (D) the applicable holding period set forth thereinsale, assignment, or transfer meets the requirement of Regulation S under the 1933 Act, as amended; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 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 Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters reasonably acceptable to the Company) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have has not been and are not being registered under the 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) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. There can be no assurance that there will be any market or resale for the Securities or the shares of Common Stock that may be issued pursuant to the Warrant, nor can there be any assurance that the Securities will be freely transferable at any time in the foreseeable future.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person is under any obligation to register the Securities resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Lender understands that: (i) the Securities have not been and are not being registered under the 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) the Investor Lender shall have delivered to the Company Borrower an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise provided in this Agreement or the Note, neither the Company Borrower nor any other person is under any obligation to register the Securities such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. There can be no assurance that there will be any market for the Securities, nor can there be any assurance that the Securities will be freely transferable at any time in the foreseeable future.

Transfer or Resale. The Investor understands that: (i) the Securities Notes and Warrants (and the shares underlying the Warrants) have not been and are not being registered under the Securities Act or any state securities or “blue sky” laws, constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act, and may not be offered for sale, sold, assigned transferred, assigned, pledged or transferred otherwise distributed unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a form generally acceptable formto the Company’s legal counsel, to the effect that such Securities Notes, Warrants and/or shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor provides the Company and its legal counsel, upon the Company’s request, which request shall be at the Company’s sole discretion, with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the 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 securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder, except as provided herein.

Transfer or Resale. The Investor Such Purchaser understands thatthat except as provided in the Grifols Registration Rights Agreement and the Other Purchasers Registration Rights Agreement: (ia) the Securities New Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities New Shares can be sold, assigned or transferred pursuant to and in accordance with the terms and conditions of Rule 144 144, Rule 144A, or Rule 144A Regulation S, promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144Securities Act Exemptions”); or (iii) if Securities Act Exemptions are not applicable by their terms, in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities New Shares under circumstances in which the seller (or the person Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iiib) neither the Company nor any other person Person is under any obligation to register the Securities New Shares under the Securities Act or any state securities laws or securities, but the Company does undertake to comply with file all required public reports under Rule 144(c)(1) of the terms and conditions Securities Act so that Rule 144 of any exemption thereunderthe Securities Act is available to investors that satisfy its terms, including applicable holding periods.

Transfer or Resale. The Such Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Common Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the such Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the such Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 1933 Act (or a successor rule thereto) (collectively, “"Rule 144”") (which reasonable assurances may be satisfied by such Investor's delivery to the Company of a letter of representation covering the representations described in Exhibit C to this Agreement), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 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 such Common Shares under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Common Shares may be pledged in connection with a bona fide margin account or other loan secured by the Common Shares.

Transfer or Resale. The Investor Such Purchaser understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to such Purchaser, 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 requirementsregistration, or (C) the Investor such Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable formform to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters and an opinion of counsel) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or qualified under any state securities laws, and may not be offered for sale, sold, assigned assigned, or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned assigned, or transferred may be sold, assigned assigned, or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned assigned, or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; therein and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and and, further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) 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 requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the Securities resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently the resale of the Securities is registered thereunderpursuant to an effective registration statement under the Securities Act, as contemplated in Article 6, (Bii) the Investor shall have Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirementsregistration, or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the resale of the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder in connection with the resale of the Securities.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters reasonably acceptable to the Company) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; . Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and (iii) neither such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderTransaction Document, including, without limitation, this Section 2(e).

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) and a legal opinion under Section 2(e)(i)(B) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Such Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the such Investor shall have delivered to the Company an opinion of counsela counsel selected by the Investor, in a generally form reasonably acceptable formto 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 requirementsregistration, or (C) the such Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Investor agrees that it shall comply with the restrictions on sale of the Securities as set forth in Section 3.1 of the Registration Rights Agreement.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities Notes and Conversion Shares have not been and are may not being be registered under the 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) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any is not, and no other person is is, under any obligation to register the Securities such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares to the extent specifically set forth under this Agreement. There can be no assurance that there will be any market or resale for the Notes (or the Conversion Shares), nor can there be any assurance that the Notes (or the Conversion Shares) will be freely transferable at any time in the foreseeable future.

Transfer or Resale. The Investor understands thatthat except as provided herein: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”) (provided, however, that in the event any transfer agent or similar third party shall require an opinion of counsel in connection with a transfer made pursuant to Rule 144, the Company’s counsel shall be asked to issue such opinion, at the Company’s expense and the Investor making such transfer shall provide any and all documentation and/or back-up certificates reasonably necessary for such counsel to issue such opinion), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities Convertible Debentures and the Conversion Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) 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 requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the Securities resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. The Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally selected by the Investor and reasonably acceptable formto the Company, the form and substance of which shall be reasonably satisfactory 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 requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended amended, (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities 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 Securities Act) may require compliance with some other exemption under the 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 under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities and the Underlying Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities or Underlying Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities or Underlying Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities or Underlying 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 or Underlying Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither . Notwithstanding the Company nor any other person is under any obligation to register foregoing, the Securities under may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities Act and such pledge of Securities shall not be deemed to be a transfer, sale or any state securities laws or to comply with assignment of the terms and conditions of any exemption thereunderSecurities hereunder.

Transfer or Resale. The Investor Each Subscriber understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor each Subscriber shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor each Subscriber provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that it is not an “affiliate” of the Company (within the meaning of Rule 144 (as defined below)) and that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: (iA) the Subject Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A1) subsequently registered thereunder, (B2) the Investor Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform to the Company, to the effect that such Securities Subject Securities, in all or in part, to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C3) the Investor Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters and an opinion of counsel) that such Subject Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (iiB) any sale of the Subject 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 Subject 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6), or any state applicable federal, state, or other securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless unless: (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope reasonably satisfactory 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 requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the Securities resale of the Shares or the Warrant Shares under the Securities Act Act, or any applicable federal, state or other securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that, except as provided in the Registration Rights Agreement: (i) the Securities Sale Shares have not been and are not being registered under the 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) the Investor Purchaser shall have delivered to the Company an opinion of counselcounsel to the Purchaser, in a generally form reasonably acceptable formto the Company, to the effect that such Securities Sale Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth thereinregistration; (ii) any sale of the Securities Sale 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 Sale 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunderAct; and (iii) other than as set forth in the Registration Rights Agreement, neither the Company nor any other person Person is under any obligation to register the Securities Sale Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) Purchasers understand that the Securities have not been and are not being registered under the 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) the Investor Purchaser shall have delivered to the Company an opinion of counsel, counsel (which opinion shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, or (Cc) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule theretorule) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein; (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 through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the 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 such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder except as otherwise set forth herein.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder144; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii. The Buyer further understands that any sale of the Securities made in reliance on Rule 144 will be subject to the requirements of Rule 144(i) neither because the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions was previously an issuer described in paragraph (i)(1)(i) of any exemption thereunderRule 144.

Transfer or Resale. The Investor Holder understands that: (i) the Holder Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Holder shall have delivered to the Company NGAS an opinion of counsel, in a generally acceptable form, to the effect that such Holder Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor Holder provides the Company NGAS with reasonable assurances (in the form of seller and broker representation letters) assurance that such Holder Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”) (which shall not include an opinion of counsel), in each case following the applicable holding period set forth therein; (ii) any sale of the Holder 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 Holder 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company NGAS nor any other person Person is under any obligation to register the Holder Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderlaws.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters reasonably acceptable to the Company) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands thatthat except as provided in the Registration Rights Agreement and Section 4.1(b) hereof: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless unless: (A) subsequently registered thereunder, ; or (B) other than in connection with the Investor Evercore Transfer, the Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Purchaser, in a generally form reasonably acceptable formto 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 requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth thereinregistration; (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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Purchaser understands that: that (i) except as provided in the Registration Rights Agreement, the sale or resale of the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently the resale of the Securities has been registered thereunder, ; or (B) the Investor Purchaser shall have delivered to the Company an opinion of counsel, counsel (which opinion shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, registration; or (C) the Investor provides the Company Securities are sold under and in compliance with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule theretorule) (collectively, “Rule 144”); or (D) the Securities are sold or transferred to an affiliate of the Purchaser or, in each the case following the applicable holding period set forth therein; (ii) any sale of the Warrants, to another Purchaser, who agrees to sell or otherwise transfer the Securities made in reliance on Rule 144 may be made only in accordance with the terms provisions of Rule 144 this Section 2(f) and further, if Rule 144 who 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunderAccredited Investor; and (iiiii) neither the Company nor any other person is under any obligation to register the such Securities under the Securities Act or any state securities laws other than pursuant to the Registration Rights Agreement. Notwithstanding the foregoing or anything else contained herein to comply the contrary, the Securities may be pledged as collateral in connection with the terms a bona fide margin account or other lending arrangement, provided such pledge is consistent with applicable laws, rules and conditions of any exemption thereunderregulations, including all applicable securities laws.

Transfer or Resale. The Investor Purchaser understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 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) the Investor such Purchaser shall have delivered to the Company an opinion of counselcounsel to such Purchaser, in a generally form reasonably acceptable formto 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 requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth thereinregistration; (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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that, except as provided in Article VI: (i) the Securities Commitment Fee Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a form generally acceptable formto the Company and the Company’s transfer agent, 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 requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters reasonably acceptable to the Company) that such Securities shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities Commitment Fee 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 commitment Fee 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws nor any applicable Canadian provincial securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) that the Securities have not been and are not being registered under pursuant to an effective registration statement. If the Securities Act or any state securities laws, and cease to be registered they the Securities may not only be offered for sale, sold, assigned or transferred unless if: (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

Transfer or Resale. The Each Buyer understands that except as provided in the Investor understands thatRegistration Rights Agreement: (i) the Securities Convertible Debentures, the Conversion Shares, the Warrant Shares and the Warrants have not been and are not being registered under the 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) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (iA) the Securities Debentures have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently registered thereunder, (Bii) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, requirements or (Ciii) the Investor Buyer provides the Company with reasonable 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 Securities Act, as amended 1933 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 through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iiiC) neither the Company nor any other person is under any obligation to register the Securities such securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: that (i) except as provided in the Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or is available (C) the Investor provides which exemption the Company with reasonable assurances expressly agrees may be established as contemplated in clauses (in the form b) and (c) of seller and broker representation lettersSection 5.1 hereof) that or such Securities can be sold, assigned are sold or transferred pursuant to an "affiliate" (as defined in Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule theretorule) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein); (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 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 Securities Act) may require compliance with some other exemption under the 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 such Securities under the 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. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Lender understands that: , except as provided in the herein, (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Lender shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor Lender provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 1933 Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 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 Securities 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. The Investor Buyer understands that, -------------------- except as provided in the Investor Registration Rights Agreement: (i) the Securities Convertible Debenture, the Conversion Shares, the Warrants and the Warrant Shares have not been and are not being registered under the 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) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “"Rule 144”), in each case following the applicable holding period set forth therein; (ii") any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Securities and Exchange Commission ("SEC") --- thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the 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) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (in the form any sale of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to made in reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any is not and no other person Person, other than as specifically provided in the Registration Rights Agreement (as defined below), is under any obligation to register the such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Buyer understands and agrees that the Company has the right to place stop transfer instructions against the shares and certificates for the Shares to the extent specifically set forth under this Agreement.

Transfer or Resale. The Investor Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) the Securities Common Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (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 Common Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or qualified under any state securities laws, and may not be offered for sale, sold, pledged, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; U.S. Securities and Exchange Commission (iii“SEC”) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally selected by the Investor and reasonably acceptable formto the Company, the form and substance of which shall be reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended amended, (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities Convertible Debentures have not been and are not being registered under the 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) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares and the Warrant Shares to the extent specifically set forth under this Agreement.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the 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) the Investor shall have delivered to the Company Jaguar an opinion of counsel, in a generally form reasonably acceptable formto Jaguar, 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 requirementsRule 144, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be soldas amended, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”)) or an exemption from such registration, in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Securities and Exchange Commission (the “Commission”) thereunder; , and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, laws and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) and legal opinion under Section 2(f)(i)(B) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 144, Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or a successor rule theretothereto and as amended) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (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 Common Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: (iA) the Subject Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A1) subsequently registered thereunder, (B2) the Investor such Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable formform to the Company, to the effect that such Securities Subject Securities, in all or in part, to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C3) the Investor such Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation lettersletters and an opinion of counsel) that such Subject Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (iiB) any sale of the Subject 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 Subject 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Each Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the Buyer is not an affiliate of the Company and that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Holder understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Holder shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor Holder provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Buyer shall have delivered to the Company notice prior to assignment and (if requested by the Company) an opinion of counselcounsel to Buyer, in a generally form reasonably acceptable formto the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities 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 Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor understands thatthat except as provided for in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “"Rule 144”"), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Buyer understands that, except -------------------- as provided in the Investor Registration Rights Agreement: (i) the Securities Convertible Debenture, the Conversion Shares, the Warrants, and the Warrant Shares have not been and are not being registered under the 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) the Investor Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “"Rule 144”), in each case following the applicable holding period set forth therein; (ii") any sale of the Securities made in reliance on Rule 144 may be made -------- only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Securities and Exchange Commission ("SEC") thereunder; , and --- (iii) neither the Company nor any other person is under any obligation to register the Securities such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: (i) the Securities Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities the Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirementsregistration, or (C) the Investor Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation letters) assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) Act (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (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 Securities Act) may require compliance with some other exemption under the 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 under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

Transfer or Resale. The Investor understands that: that (i) the Securities have not been and are and, except as provided in the Registration Rights Agreement, will not being be registered under the Securities Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally counsel (which counsel and opinion shall be reasonably acceptable form, 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 requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”rule), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of 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 through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the 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 such Securities under the 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. The Investor understands that: : (ia) except as provided in the Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act or any applicable state securities lawslaws and, and consequently, the Investor may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (Ai) subsequently the resale of the Securities is registered thereunder, pursuant to an effective registration statement under the Securities Act; (Bii) the Investor shall have has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, or registration; (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under (iv) the Securities Act, are sold or transferred to an affiliate (as amended (or a successor rule thereto) (collectively, “defined in Rule 144”), in each case following ) of the applicable holding period set forth therein; Investor; (iib) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 (including volume limitations and furthermanner of sale restrictions, if applicable) and, 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: : (ia) the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities lawslaws and, and consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (Bi) the Investor shall have resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel, counsel (in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, registration; or (Ciii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned are sold or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended 144; (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 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and and (iiic) except as set forth in Article 6, neither the Company nor any other person Person is under any obligation to register the Securities resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. The Investor Purchaser understands that: that (i) except as provided in the Registration Rights Agreement, the sale or resale of the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently the resale of the Securities has been registered thereunder, ; or (Bb) the Investor Purchaser shall have delivered to the Company an opinion of counsel, counsel (which opinion shall be in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such the Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration requirements, registration; or (Cc) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to are sold under Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule theretorule) (collectively, “"Rule 144”"), in each case following ; or (d) the applicable holding period set forth therein; (ii) any sale Securities are sold or transferred to an affiliate of the Purchaser who agrees to sell or otherwise transfer the Securities made in reliance on Rule 144 may be made only in accordance with the terms provisions of Rule 144 this Section 2(d) and further, if Rule 144 who 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 Accredited Investor (as that term is defined in the Securities ActRule 501(a) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunderRegulation D); and (iiiii) neither the Company nor any other person is under any obligation to register the such Securities under the Securities Act or any state securities laws (other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to comply the contrary, the Securities may be pledged as collateral in connection with the terms and conditions of any exemption thereundera bona fide margin account or other lending arrangement.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities Notes have not been and are not being registered under the 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) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Conversion Shares.

Transfer or Resale. The Investor Each Buyer understands that: (i) the Securities Notes and Registrable Shares have not been and are may not being be registered under the 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) the Investor such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or ; (Cii) the Investor provides the Company with reasonable assurances (any sale of such securities made in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to reliance on Rule 144 or Rule 144A promulgated under the Securities Act, as amended Act (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any is not, and except as otherwise set forth in this Agreement, no other person is is, under any obligation to register the Securities such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place stop transfer instructions against the shares and certificates for the Registrable Shares to the extent specifically set forth under this Agreement. There can be no assurance that there will be any market or resale for the Notes (or the Registrable Shares), nor can there be any assurance that the Notes (or the Registrable Shares) will be freely transferable at any time in the foreseeable future.

Transfer or Resale. The Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) and a legal opinion under Section 2(e)(i)(B) that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 Securities Act) may require compliance with some other exemption under the 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 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.