Common use of Transfer or Resale Clause in Contracts

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

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

Transfer or Resale. Such Buyer The Subscriber understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Subscriber shall have delivered to the Company (if requested by the Company) an opinion of counsel (or such other evidence reasonably acceptable to the Company)Subscriber, in a generally acceptable formreasonably satisfactory to the Company as to such counsel and to the form of opinion, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant without registration under the applicable requirements of the 1933 Act; provided, however, that O’Melveny & ▇▇▇▇▇ LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be required to sell, assign or otherwise transfer all or any portion of such Securities to an exemption from such registrationAffiliate of the holder of the Securities, or (C) such Buyer the Subscriber provides the Company with reasonable assurance reasonably satisfactory to the Company that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under or to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder144; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

Transfer or Resale. Such Buyer Purchaser understands that (i) except as provided ------------------ in the Registration Rights Agreement: (i) , the Securities have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel (thereunder or such other evidence reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) such Buyer provides which exemption the Company with reasonable assurance that such Securities can expressly agrees may be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, established as amended, contemplated in clauses (or a successor rule theretob) and ("RULE 144"c) of Section 5.1 hereof); (ii) any sale of the such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance -------- with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of such Securities without registration under the Securities 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 ▇▇▇▇ ▇▇▇) Act may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement). The Company may issue stop transfer instructions in the event that a Purchaser does not comply with the provisions in this Section 2.6.

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have Stock has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, included in an effective registration statement thereunder or (Bb) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence which opinion shall be reasonably acceptable to the Company), in a generally acceptable form, ) to the effect that such Securities the Stock to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, registration or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred sold pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE 144"rule); , (ii) any sale of the Securities such Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the Securities such Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ 1933 ▇▇▇) may ▇▇y require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities such Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, and in conformity with all Laws, the Stock may be pledged as collateral in connection with a bona fide margin account or any other lending arrangement.

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

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

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

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

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

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

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company Semnur an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable formSemnur, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company Semnur with reasonable assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) ("RULE collectively, “Rule 144"”); and (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 ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementCodeSmart Shareholders understand: (i) none of the Securities have not Common Stock has been and or are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer CodeSmart Shareholders shall have delivered to the Company FICF an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable formFICF, to the effect that such Securities Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company CodeSmart Shareholders provide FICF with reasonable assurance reasonably acceptable to FICF that such Securities Common Stock and the Convertible can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of the Securities Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor none of FICF or any other person is under any obligation to register the Securities Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Debentures have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) any sale of such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE “Rule 144"); (ii”) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

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

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

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Common Shares have not been and are and, except as contemplated by Section 4, will not being be, registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company Semnur an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable formSemnur, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company Semnur with reasonable assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) ("RULE collectively, “Rule 144"”); and (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 ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

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

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

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

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

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

Transfer or Resale. Such Buyer Investor understands that that, except as provided in the Registration Rights Agreement: , (i) the any Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Investor shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities.

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

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

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

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

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities Common Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable formCompany and its legal counsel, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides including, without limitation, the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to exemptions provided by Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of the Securities Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Common Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities Common Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement: : (ia) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned assigned, or transferred unless unless; (Ai) subsequently registered thereunder, ; (Bii) such Buyer Purchaser shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)counsel, in a generally acceptable form, to the effect that such Securities securities to be sold, assigned assigned, or transferred may be sold, assigned assigned, or transferred pursuant to an exemption from such registration, or ; or (Ciii) such Buyer Purchaser provides the Company with reasonable assurance that such Securities securities can be sold, assigned assigned, or transferred pursuant to Rule 144 or promulgated under the 1933 Act, as amended, Act (or a successor rule thereto); (b) any sale of such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities 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 ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and and (iiic) neither the Company nor any other person is under any obligation to register the Securities such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

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

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company (if requested by the Company) an opinion of counsel (or to such other evidence Purchaser, in a form reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)counsel, in a generally acceptable form, to the effect that such the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) ("RULE 144\"Rule 144\"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights AgreementSection 4(u) below: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)counsel, in a generally acceptable form, to the effect that such the Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, amended (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunderany other Securities Laws; and (iii) except as set forth in Section 4(u) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or to comply with other loan or financing arrangement secured by the terms and conditions of any exemption thereunderSecurities.

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

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

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

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

Transfer or Resale. Such Buyer Each Investor understands that except as provided in the Registration Rights Agreementthat: (i) the Securities have not been and and, except as contemplated in Section 5(c), are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer each Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer each Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) (collectively, "RULE Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, 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 ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the "SEC") promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement: (i) the Securities have sale or resale of the Common Stock has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Common Stock may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunderthe Common Stock is sold pursuant to an effective registration statement under the 1933 Act, (Bb) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned Common Stock is sold or transferred pursuant to an exemption from such registration, or (Cc) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned Common Stock is sold or transferred pursuant to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule theretorule) ("RULE “Rule 144"”)) of Purchaser who agrees to sell or otherwise transfer the Common Stock only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) (i) the Common Stock is sold pursuant to Rule 144, if such Rule is available; (ii) any sale of the Securities such Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any resale of the Securities such Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Seller nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderunder the 1933 Act.

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

Transfer or Resale. Such Buyer Purchaser understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable satisfactory to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC 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 secured by the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

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

Transfer or Resale. Such Buyer understands that that, except as provided in the Registration Rights Section 4.2 of this Agreement: , (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable assurance discretion) that such Securities can could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities Note and the Warrants under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

Transfer or Resale. Such The Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such the Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Securities may not be pledged in connection with any loan or financing arrangement without the prior written consent of the Company.

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

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

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

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementAgreement and Section 4.3 hereof: (i) the Securities Purchased Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel (or such other evidence to Buyer, in a form reasonably acceptable to the Company), in a generally acceptable form, to the effect that such Securities Purchased Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) ("RULE 144"); (ii) any sale of the Securities Purchased Shares made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto)("Rule 144") may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Purchased Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities Purchased Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights AgreementPurchaser understands: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer Purchaser shall have delivered to the Company an opinion of counsel (or such other evidence counsel, in a form reasonably acceptable satisfactory to the Company), in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇1▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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

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

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

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

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

Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel (or such other evidence reasonably acceptable to the Company)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 registrationthe registration requirements under the 1933 Act, or (C) such Buyer provides the Company with reasonable assurance assurances that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended, Act (or a successor rule thereto) ("RULE Rule 144"); and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 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 ▇▇▇▇ 1933 ▇▇▇) may ▇▇y require compliance with some other exemption under the 1933 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 secured by the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderSecurities.

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

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

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

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

Transfer or Resale. Such Buyer The Investor understands that except as provided in the Registration Rights Agreementthat: (i) the Securities Sale Shares have not been and are not being registered under the 1933 Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (or such other evidence to the Investor, in a form reasonably acceptable to the Company), in a generally acceptable form, 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, or (C) such Buyer the Investor provides the Company with reasonable assurance that such Securities the Sale Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, Securities Act (or a successor rule thereto) ("RULE collectively, “Rule 144"”); (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 ▇▇▇▇ ▇▇▇1933 Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person Person is under any obligation to register the Securities Sale Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Investor understands and consents to the application of a restrictive legend on any share certificate or other evidence of the Sale Shares that it acquired under this Agreement.