Common use of Investor Acknowledgments Clause in Contracts

Investor Acknowledgments. In connection with the purchase and sale of the Shares, the Investor understands and acknowledges to the Company that: (a) the offering and sale of the Shares has not been reviewed or approved by the Nasdaq Stock Market or the Securities and Exchange Commission (the “SEC”) by reason of the parties’ intention that the offering be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of the provisions of Section 4(2) of the Securities Act; (b) the Company did not offer the Shares to the Investor by way of general solicitation or general advertising; (c) the issuance of the Common Stock has not been qualified under any state securities laws in reliance upon exemptions therefrom; (d) the Shares have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; and (e) subject to the terms of Section 3.2(b), the certificate representing the Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO CASI PHARMACEUTICALS, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIES.”

Investor Acknowledgments. In connection with the purchase Investor understands, acknowledges and sale of the Shares, the Investor understands and acknowledges to the Company agrees that: (a) a. In reliance upon applicable exemptions, neither the offering and sale of the Purchased Shares has not nor any Conversion Shares have been reviewed or approved by the Nasdaq Stock Market or the Securities and Exchange Commission (the “SEC”) by reason of the parties’ intention that the offering be exempt from registration registered under the Securities Act of 1933, as amended amended, and the regulations promulgated thereunder, as in effect from time to time (the “Securities Act”) by virtue of or any U.S. state securities laws and the provisions of Section 4(2) of rules and regulations thereunder (collectively with the Securities Act;, the “Applicable Securities Laws”). (b) b. Because the Company did not offer the Purchased Shares to the Investor by way of general solicitation or general advertising; (c) the issuance of the Common Stock has not been qualified under any state securities laws in reliance upon exemptions therefrom; (d) the and Conversion Shares have not been registered under the Applicable Securities Act and Laws, the economic risk of the investment must be held borne indefinitely by Investor neither the Purchased Shares nor any Conversion Shares may be sold, pledged or hypothecated or otherwise transferred unless they are subsequently registered under Applicable Securities Laws or an exemption from such registration is available. c. No assignment, sale, pledge, hypothecation, transfer, exchange or other disposition, or offer thereof whether direct or indirect, of the Purchased Shares or any Conversion Shares may be made if, in the opinion of counsel to the Company, such disposition or offer would require registration under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; andwould result in the violation of applicable federal, state or foreign securities laws. (e) subject to the terms of Section 3.2(b), d. A legend will be placed on the certificate representing or certificates evidencing the Purchased Shares shall bear a legend in substantially the following form: THE SECURITIES SHARES OF PREFERRED STOCK OF LIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED UNLESS (IA) SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS OR (IIIB) UPON THE DELIVERY HOLDER HEREOF SHALL HAVE DELIVERED TO CASI PHARMACEUTICALSTHE COMPANY A WRITTEN OPINION OF COUNSEL, INCIN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. e. A legend will be placed on the certificate or certificates evidencing any Conversion Shares in substantially the following form: THE SHARES OF COMMON STOCK OF LIME ENERGY CO. (THE “COMPANY”) REPRESENTED BY THIS CERTIFICATE (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED PURSUANT TO AN OPINION OF COUNSEL EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR OTHER EVIDENCE SATISFACTORY (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THESE SECURITIESREGISTRATION.”