Common use of Transfer or Resale Clause in Contracts

Transfer or Resale. The Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities Act 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 144 144, 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or any other Securities Laws; and (iii) except as set forth in the rules and regulations of Registration Rights Agreement, neither the SEC thereunderCompany nor any other person is under any obligation to register the Securities under the 1933 Act or any other Securities Laws. Notwithstanding the foregoingforegoing provisions of this paragraph, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands that: (i) the Securities Common Stock and Warrants have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, (Bb) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities 1933 Act (or a successor rule thereto) (“Rule "RULE 144”"); (ii) any sale of the Securities such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) other than the foregoingCompany Registration Rights Agreement and the BSTI Registration Rights Agreement (collectively, the Securities may be pledged in connection "REGISTRATION RIGHTS AGREEMENTS"), neither the Company nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Holder understands that: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Holder shall have delivered to the Company an opinion of counselcounsel to the Holder, in a form that is reasonably satisfactory acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC promulgated thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Securities may be pledged in connection under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities 1933 Act) may require compliance with some other exemption under the Securities Act 0000 Xxx or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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 Securitiessecurities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser 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 Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Each Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Convertible Debentures have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) pursuant to an exemption from, or in a transaction not subject to, the Purchaser registration requirements of the Securities Act and in each case in accordance with applicable state and provincial securities laws and such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory counsel to the Company, Company or of other counsel reasonably acceptable to the Company to the effect that such Securities to be sold, assigned or transferred securities may be sold, assigned or transferred pursuant to an exemption from such registration, or registration requirements; (Cii) the Purchaser provides the Company with reasonable assurance that any sale of such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 promulgated under the 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 such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser understands that: that (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for saleoffered, sold, assigned pledged or otherwise transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned thereunder or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or registration is available (C) the Purchaser provides which exemption the Company with reasonable assurance that expressly agrees may be established as contemplated in clauses (b) and (c) of Section 5.1 hereof); (ii) any sale of such Securities can be sold, assigned or transferred pursuant to made in reliance on Rule 144 promulgated under the Securities Act (or a successor rule theretorule) (“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 such Securities without registration under the Securities Act under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding thereunder in order for such resale to be allowed and (iii) the foregoing, Company is under no obligation to register such Securities under the Securities may be pledged in connection Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register the Securities may be pledged in connection Shares for resale under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any resale exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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 registrationregistration requirements, or (C) the Purchaser Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under in each case following the Securities Act (or a successor rule thereto) (“Rule 144”)applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register the Securities may be pledged in connection under the Securities Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Investor understands thatthat except as ------------------ provided in the Amended and Restated Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Such Buyer understands that: , (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state other securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be be, have been or are being sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 144 144, 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunderany other securities laws. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities.

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

Transfer or Resale. The Purchaser Investor understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred to any Person other than an Affiliate unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Securities Exchange Commission thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Securities may be pledged in connection under the Securities Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"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 Seller 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Investor understands that: (i) the Securities have Note has not been and are is not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company (if requested by the Company) an opinion of counselcounsel to the Investor, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities the Note to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser 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 Securities 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities Note made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Note under circumstances in which the seller (or the person Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC promulgated thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Securities may be pledged in connection Note under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser LDN understands that: that (i) the Restricted Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser LDN shall have delivered to the Company an opinion of counsel, in a form and substance reasonably satisfactory to the Company, to the effect that such the Restricted Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser LDN provides the Company with reasonable assurance that such the Restricted Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) thereto (“Rule 144”); (ii) any sale of the Restricted 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 Restricted Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Restricted Securities under the Securities may be pledged in connection Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Investor understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Investor understands that: that (i) the Securities Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (Aa) subsequently registered thereunder, or (Bb) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory in form, scope and substance to the Company, to the effect that such Securities the securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or ; (Cii) the Purchaser provides the Company with reasonable assurance that any sale of such Securities can be sold, assigned or transferred pursuant to securities made in reliance on Rule 144 promulgated under the 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 said rule and further, if Rule 144 said rule is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) except as contemplated by the foregoingShareholder Agreement, neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Investor further understands that it and its Affiliates may be pledged not transfer any Company Securities except in connection accordance with a bona fide margin account or other loan secured by the SecuritiesShareholder Agreement.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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, subject to the provisions of Section 4(l) hereof.

Transfer or Resale. The Purchaser Such Buyer understands thatthat 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 Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 Act (or a successor rule thereto) (“Rule "RULE 144”"); (ii) any sale of the Securities such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities 1933 Act) may require compliance with some other exemption under the Securities Act 1000 Xxx 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. The Purchaser Holder understands that: (i) the Securities Exchange Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Holder shall have delivered to the Company an opinion of counselcounsel to the Holder, in a form that is reasonably satisfactory acceptable to the Company, to the effect that such Securities Exchange Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Holder provides the Company with reasonable assurance that such Securities Exchange Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities Exchange 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 Exchange 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC promulgated thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Securities may be pledged in connection Exchange Shares under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (1933 Act, as amended, or a any successor rule thereto) thereto (“Rule 144”); (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Securities Act or the rules and regulations of the SEC U.S. Securities and Exchange Commission 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. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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, and (iii) 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

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

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 1933 Act) may require compliance with some other exemption under the Securities Act 0000 Xxt or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register 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 or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Investor shall have delivered to the Company an opinion of counsela counsel (selected by the Investor and reasonably acceptable to the Company), in a form reasonably satisfactory acceptable to the Company, to the effect that such the Securities to be sold, assigned or transferred may be offered for sale, sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Investor provides the Company with reasonable assurance (reasonably acceptable to the Company) that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other Person is under any obligation to register the Securities may be pledged in connection under the Securities Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities 1933 Act (or a successor rule thereto) (“"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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser NTA understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser NTA shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser NTA provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, the Securities may be pledged in connection with a bona fide margin account or Company nor any other loan secured by the person is under any obligation to register such Securities.

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

Transfer or Resale. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register 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 or other loan secured by the Securities.

Transfer or Resale. The Purchaser Seller understands that: that (i) the Securities have Buyer Common Stock has not been and are is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Seller shall have delivered to the Company Buyer (if requested by the Buyer) an opinion of counselcounsel to Seller, in a form reasonably satisfactory acceptable to the CompanyBuyer, to the effect that such Securities Buyer Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (CB) the Purchaser Seller provides the Company Buyer with reasonable assurance that such Securities Buyer Common Stock can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Securities Buyer Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of the Securities Buyer Common Stock under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act; and (iii) neither the Buyer nor any other Person is under any obligation to register the Buyer Common Stock under the Securities Act or any state securities laws or to comply with the rules terms and regulations conditions of the SEC 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. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended (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 Seller 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the The Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities 1933 Act) may require compliance with some other exemption under the Securities xxx 0003 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands that: that (i) the Securities Shares have ------------------ not been and are not being registered under the Securities 1933 Act or any state securities Shares laws, and after the Lock-Up period may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"Rule 144”"); (ii) any sale of the Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register the Securities may be pledged in connection Shares under the 1933 Act or any state Shares laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands that: (i) the Securities and the Underlying Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally acceptable form, to the effect that such Securities or Underlying Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements, or (C) the Purchaser Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that such Securities or Underlying Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities or Underlying Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities or Underlying Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 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. The Purchaser Investor understands that, except as provided in Article VI: (i) the Securities Commitment Fee Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory generally acceptable to the Company and the Company’s transfer agent, to the effect that such Securities shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements, or (C) the Purchaser Investor provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters reasonably acceptable to the Company) that such Securities shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities Commitment Fee Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities commitment Fee Shares under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 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. The Purchaser Such Buyer understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register 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 or other loan secured by the Securitiesaccount.

Transfer or Resale. The Purchaser Such Investor understands thatthat except as ------------------ provided in the Amended and Restated Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Such Buyer understands thatthat except as provided in ------------------ the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Investor understands that: (i) the Securities Purchased Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred to any Person other than an Affiliate unless (A) subsequently registered thereunder, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities Purchased Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Investor provides the Company with reasonable assurance that such Securities Purchased Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Securities Purchased 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 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) except as set forth in the foregoingRegistration Rights Agreement, neither the Company nor any other Person is under any obligation to register the Purchased Shares under the Securities may be pledged in connection Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Sponsor understands that: that (i) the Restricted Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Sponsor shall have delivered to the Company an opinion of counsel, in a form and substance reasonably satisfactory to the Company, to the effect that such the Restricted Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Sponsor provides the Company with reasonable assurance that such the Restricted Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) thereto (“Rule 144”); (ii) any sale of the Restricted 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 Restricted Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission 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. The Purchaser Such Investor understands that: and acknowledges that (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 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 Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) except as set forth in the foregoingRegistration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities may be pledged in connection under the Securities Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Each Seller understands that: (i) the Securities Able Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Seller shall have delivered to the Company Buyer an opinion of counsel, in a form reasonably satisfactory to the Companygenerally acceptable form, to the effect that such Securities Able Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Seller provides the Company Buyer with reasonable assurance that such Securities Able Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"Rule 144”"); (ii) any sale of the Securities Able 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 Able Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Buyer nor any other person is under any obligation to register the Securities may be pledged in connection Able Shares for resale under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any resale exemption thereunder.

Transfer or Resale. The Such Purchaser understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the such Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the such Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act1000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that the term is defined in the Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Investor understands that, except as provided in Section 8: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered Investor delivers to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Investor provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged ; and except as provided in connection with a bona fide margin account or other loan secured by the Securities.this

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities 1933 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

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

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Investors' Rights Agreement: (i) the Securities Shares have not been and are not being registered under the Securities 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) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities Act 1933 Act, as amended (or a successor rule thereto) (“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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or any other Securities Laws; and (iii) except as set forth in the rules and regulations of Investors' Rights Agreement, neither the SEC thereunderCompany nor any other person is under any obligation to register the Shares under the 1933 Act or any other Securities Laws. Notwithstanding the foregoingforegoing provisions of this paragraph, the Securities Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the SecuritiesShares.

Transfer or Resale. The Purchaser Investor understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned sold or transferred unless (A) subsequently registered thereunderfor resale thereunder and sold or transferred in accordance with an effective registration statement, (B) the Purchaser Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally acceptable form, to the effect that such Securities to be sold, assigned sold or transferred may be sold, assigned sold or transferred pursuant to an exemption from such registration, or (C) the Purchaser Investor provides the Company with reasonable assurance reasonably acceptable to the Company that such Securities can be sold, assigned sold or transferred pursuant to Rule 144 promulgated under the Securities 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 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 1933 Act) may require compliance with some compliancx xxxx xome other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register 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 Investor agrees that the foregoing, sale of the Securities may will be pledged in connection compliance with a bona fide margin account or other loan secured by all applicable state and federal securities laws, rules and regulations and the Securitiesrules and regulations of the Principal Market, if applicable.

Transfer or Resale. The Such Purchaser understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the such Purchaser shall have delivered to the Company and Group an opinion of counsel, in a form reasonably satisfactory acceptable to the CompanyCompany 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) the such 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 Securities Act Act, as 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 Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoingCompany, Group nor any other Person is under any obligation to register the Securities may be pledged in connection under the Securities Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities 1933 Act) ), may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands that: , except as provided in the Registration Rights Agreement, (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 144 144, 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 1933 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities 1933 Act) may require compliance with some other exemption under the Securities Act 0000 Xxt or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register the Securities may be pledged in connection under the 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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 registrationregistration requirements, or (C) the Purchaser such Buyer provides the Company with reasonable assurance assurances (in the form of seller and broker representation letters) that it is not an “affiliate” of the Company (within the meaning of Rule 144 (as defined below)) and that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 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. The Purchaser Such Investor understands thatthat except as ------------------ provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Investor shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 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. The Purchaser Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (1933 Act, as amended, or a any successor rule thereto) 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 Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 144 144, 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 Act1000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Common Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally acceptable form, to the effect that such Securities Common Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities Common Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended, (or a successor rule thereto) (“"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, and if Seller intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of the Securities Common Shares under circumstances in which the seller Seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance requixx xxxxxiance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding Each Buyer shall not deliver a portion or all of the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured Common Shares to cover any short position entered into by the Securitiessuch Buyer.

Transfer or Resale. The Purchaser Investor understands that, except as provided in the Transaction Documents: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered Investor delivers to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser Investor provides the Company with reasonable assurance that such the Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 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 Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and except as provided in this Agreement (iii) neither the foregoing, Company nor any other person is under any obligation to register the Securities may be pledged in connection with a bona fide margin account under the Securities Act or other loan secured by the Securitiesany state securities laws.

Transfer or Resale. The Purchaser Such Buyer understands that, except as provided in the Investors’ Rights Agreement: (i) the Securities Shares have not been and are not being registered under the Securities 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) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser 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 Securities Act 1933 Act, as amended (or a successor rule thereto) (“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 Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or any other Securities Laws; and (iii) except as set forth in the rules and regulations of Investors’ Rights Agreement, neither the SEC thereunderCompany nor any other person is under any obligation to register the Shares under the 1933 Act or any other Securities Laws. Notwithstanding the foregoingforegoing provisions of this paragraph, the Securities Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the SecuritiesShares.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Companygenerally 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that the term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securitiesterms and conditions of any exemption thereunder.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 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 Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding ; and (iii) neither the foregoing, Company nor any other person is under any obligation to register such Securities under the Securities may be pledged in connection 1933 Act or any state securities laws or to comply with a bona fide margin account or other loan secured by the Securities.terms and conditions of any exemption

Transfer or Resale. The Purchaser Seller understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities Parent Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned assigned, or transferred unless (A) subsequently registered thereunder, (B) the Purchaser Seller shall have delivered to the Company Parent an opinion of counsel, in a form reasonably satisfactory to the Companyacceptable form, to the effect that such Securities Parent Shares to be sold, assigned assigned, or transferred may be sold, assigned assigned, or transferred pursuant to an exemption from such registration, or (C) Seller provides the Purchaser provides the Company with reasonable assurance that such Securities Parent Shares can be sold, assigned assigned, or transferred pursuant to Rule 144 promulgated under the Securities 1933 Act (or a successor rule thereto) (“"Rule 144”"); and (ii) any sale of the Securities Purchase Price shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and and, further, if Seller intends to utilize Rule 144 but Rule 144 is not applicableapplicable to such resale, any resale of the Securities Parent Shares under circumstances in which the seller Seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.

Transfer or Resale. The Purchaser Such Buyer understands thatthat except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form reasonably satisfactory to the Companyy, 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) the Purchaser such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities 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 under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other exemption under the Securities Act 0000 Xxx 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 The Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities.- 3 -