Common use of Legend; Restrictions on Transfer Clause in Contracts

Legend; Restrictions on Transfer. The certificate or certificates for the Shares and the Warrants and any securities issued in respect of or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's obligations pursuant to Section 6.

Legend; Restrictions on Transfer. The certificate or certificates for the Shares and the Warrants Registrable Securities (and any securities issued in respect of or exchange for the Shares or WarrantsRegistrable Securities) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants Registrable Securities and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares and Warrants Registrable Securities to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole ’s expense, so long as the Shares and Warrants Registrable Securities are subject to the legend required by this Section 910.6, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants Registrable Securities may reasonably request in connection with a pledge or transfer of the Shares and Warrants Registrable Securities including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's Investor’s obligations pursuant to Section 610.2(a).

Legend; Restrictions on Transfer. The Notes and certificate or certificates for the Shares and the Warrants and any securities issued in respect of or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED follows: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "“SECURITIES ACT") ”), AND THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, EXCEPT: (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO; OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, (II) IN THE ACCORDANCE WITH AN OPINION OF COUNSEL, COUNSEL IN A FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, COMPANY THAT SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION REGISTRATION IS IN COMPLIANCE THEREWITHNOT REQUIRED UNDER THE SECURITIES ACT. The Company and the Investor each Purchaser acknowledge and agree that the Investor each Purchaser may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Notes or Shares and Warrants and, if required under the terms of such arrangement, Subscriber each Purchaser may, as permitted by law, transfer pledged or secured Notes or Shares and Warrants to the pledgees or secured parties. So long as Subscriber each Purchaser is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole each Purchaser’s expense, so long as the Notes or Shares and Warrants are subject to the legend required by this Section 912, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants Notes may reasonably request in connection with a pledge or transfer of the Notes or Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's each Purchaser’s obligations pursuant to Section 64. The Purchaser expressly agrees that any sale by each Purchaser of Shares pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and each Purchaser will deliver a copy of the Prospectus contained in the Registration Statement to the purchaser or purchasers, directly or through each Purchaser's broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Purchaser further agrees that the Shares will only be sold while the Registration Statement is effective, unless another exemption from registration is available. The Purchaser acknowledges that the removal of the restrictive legends from the Notes as provided in this Section 12 is predicated upon the Company’s reliance on the Purchaser’s compliance with its covenants in this Section 12.

Legend; Restrictions on Transfer. (a) The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or the Warrants, including, without limitation, the Warrant Shares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "“1933 ACT"”) AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT OR, IN AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE ISSUER OF THESE SECURITIES, SUCH OFFER, PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPTION THEREFROM. The Company and the Investor acknowledge and agree expressly agrees that the any sale by such Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under or the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Warrant Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Investor will deliver a copy of the Prospectus as may be reasonably requiredcontained in the Registration Statement to the purchaser or purchasers (including through deemed delivery) in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares or the Warrant Shares shall only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of compliance by the Investor with the foregoing does covenants, upon effectiveness of the Registration Statement, the Company shall as soon as practicable (but not affect Subscriber's obligations later than three business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 68 below) cause certificates evidencing the Shares, the Warrants and the Warrant Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all of the Shares, the Warrants and the Warrant Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6. The Investor acknowledges that the removal of the restrictive legends from certificates representing the Shares, the Warrants and the Warrant Shares as provided in this Section 7.6 is predicated upon the Company’s reliance on the Investor’s compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. The certificate or certificates for Investor will not transfer any of the Shares and the Warrants and any securities issued in respect of unless such transfer is registered or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer exempt from registration under the Securities Act and referring applicable State Acts, and, if requested by the Company in the case of an exempt transaction, the Investor has furnished an opinion of counsel reasonably satisfactory to restrictions on the Company that such transfer hereinis so exempt. The Investor understands and agrees that (i) the Company shall have no obligation to honor transfers of any of the Shares in violation of such transfer restrictions, (ii) the Company shall be entitled to instruct any transfer agent or agents for the securities of the Company to refuse to honor such legend to be substantially as follows transfers and (iii) the certificate and any additional legend required under other documents evidencing the Act and otherwise): Shares will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal an opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's obligations pursuant to Section 6.

Legend; Restrictions on Transfer. The Warrant and certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or WarrantsWarrant) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares, Warrant and Warrant Shares and Warrants and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares, Warrant and Warrant Shares and Warrants to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole ’s expense, so long as the Shares and Warrants Warrant are subject to the legend required by this Section 97.6, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants Warrant may reasonably request in connection with a pledge or transfer of the Shares and Warrants Warrant including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's Investor’s obligations pursuant to Section 67.2(a). The Investor expressly agrees that any sale by the Investor of Shares and Warrant Shares pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Investor will deliver a copy of the Prospectus contained in the Registration Statement to the purchaser or purchasers, directly or through the Investor's broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares and Warrant Shares will only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of, and subject to, compliance by the Investor with the foregoing covenants, upon effectiveness of the Registration Statement, the Company shall as soon as practicable (but not later than five business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 8(b) below) cause certificates evidencing the Shares and Warrant Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all Shares and Warrant Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6. The Investor acknowledges that the removal of the restrictive legends from certificates representing Shares and Warrant Shares as provided in this Section 7.6 is predicated upon the Company’s reliance on the Investor’s compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. The certificate or certificates for the Shares and the Warrants and any securities issued in respect of or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Securities Act and otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. Beijing Med-Pharm Corporation Subscription Agreement Page B-12 The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's ’s sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's ’s obligations pursuant to Section 6.

Legend; Restrictions on Transfer. The Until such time as the Registration Statement has been declared effective by the SEC, the certificate or certificates for the Shares and the Warrants and any securities issued in respect of or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Securities Act and otherwise): · THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 7 The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's ’s sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 914, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus prospectus as may be reasonably required. The foregoing does not affect Subscriber's Investor’s obligations pursuant to Section 611.

Legend; Restrictions on Transfer. The Until such time as the Registration Statement has been declared effective by the SEC, the certificate or certificates for the Shares and the Warrants and any securities issued in respect of or exchange for the Shares or Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Securities Act and otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's ’s sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 915, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus prospectus as may be reasonably required. The foregoing does not affect Subscriber's ’s obligations pursuant to Section 612.

Legend; Restrictions on Transfer. The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or Warrant Shares or exercise of the Warrants) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT ACT, SOLD PURSUANT TO RULE 144 UNDER SUCH ACT, OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares, Warrant Shares and Warrants in the Warrant and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares, Warrant Shares and Warrants the Warrant to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares, Warrant Shares and Warrants the Warrant are subject to the legend required by this Section 97.6, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares, Warrant Shares and Warrants or the Warrant may reasonably request in connection with a pledge or transfer of the Shares, Warrant Shares and Warrants or the Warrant including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect SubscriberInvestor's obligations pursuant to Section 67.2(a).

Legend; Restrictions on Transfer. (a) The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or WarrantsShares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), SECTION 10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA ANNOTATED (THE "GEORGIA CODE"), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED AN EXEMPTION THEREFROM UNDER THE ACT OR1933 ACT, IN THE GEORGIA CODE AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE ISSUER OF THESE SECURITIES, SUCH OFFER, PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPTION THEREFROM. The Company and Investor expressly agrees that any sale by the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements pursuant to the Registration Statement shall be sold in a manner described under the caption "Plan of Distribution" in such Registration Statement and the Investor will deliver a copy of the Prospectus as may be reasonably requiredcontained in the Registration Statement to the purchaser or purchasers, directly or through the Investor's broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares shall only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of compliance by the Investor with the foregoing does covenants, upon effectiveness of the Registration Statement, the Company shall as soon as practicable (but not affect Subscriber's obligations later than five business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 68(b) below) cause certificates evidencing the Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6; provided that the Investor shall notify the Company promptly upon completion of the sale of all of its Shares. The Investor acknowledges that the removal of the restrictive legends from certificates representing Shares as provided in this Section 7.6 is predicated upon the Company's reliance on the Investor's compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. The Warrant and certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or WarrantsWarrant) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. The Company and the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares, Warrant and Warrant Shares and Warrants and, if required under the terms of such arrangement, Subscriber Investor may, as permitted by law, transfer pledged or secured Shares, Warrant and Warrant Shares and Warrants to the pledgees or secured parties. So long as Subscriber Investor is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole ’s expense, so long as the Shares and Warrants Warrant are subject to the legend required by this Section 97.6, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants Warrant may reasonably request in connection with a pledge or transfer of the Shares and Warrants Warrant including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's Investor’s obligations pursuant to Section 67.2(a). The Investor expressly agrees that any sale by the Investor of Shares and Warrant Shares pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and, if then required to do so, the Investor will deliver a copy of the Prospectus contained in the Registration Statement to the purchaser or purchasers, directly or through the Investor’s broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares and Warrant Shares will only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of, and subject to, compliance by the Investor with the foregoing covenants, upon the earlier of (i) the effectiveness of the Registration Statement, and (ii) Rule 144(k) becoming available with respect thereto, the Company shall as soon as practicable (but not later than five business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 8(b) below) cause certificates evidencing the Shares and Warrant Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all Shares and Warrant Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6. The Investor acknowledges that the removal of the restrictive legends from certificates representing Shares and Warrant Shares as provided in this Section 7.6 is predicated upon the Company’s reliance on the Investor’s compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. (a) The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or WarrantsShares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "“1933 ACT"”) AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED AN EXEMPTION THEREFROM UNDER THE 1933 ACT OR, IN AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE ISSUER OF THESE SECURITIES, SUCH OFFER, PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPTION THEREFROM. The Company Each Investor severally and not jointly expressly agrees that any sale by the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Investor will deliver a copy of the Prospectus as may be reasonably requiredcontained in the Registration Statement to the purchaser or purchasers, directly or through the Investor’s broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares shall only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of compliance by the Investor with the foregoing does covenants, upon effectiveness of the Registration Statement, the Company shall as soon as practicable (but not affect Subscriber's obligations later than three business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 68(b) below) cause certificates evidencing the Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6; provided that the Investor shall notify the Company promptly upon completion of the sale of all of its Shares. The Investor acknowledges that the removal of the restrictive legends from certificates representing Shares as provided in this Section 7.6 is predicated upon the Company’s reliance on the Investor’s compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. (a) The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or the Warrants, including, without limitation, the Warrant Shares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "“1933 ACT"”) AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED AN EXEMPTION THEREFROM UNDER THE 1933 ACT OR, IN AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE ISSUER OF THESE SECURITIES, SUCH OFFER, PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPTION THEREFROM. The Company and Investor expressly agrees that any sale by the Investor acknowledge and agree that the Investor may, as permitted by law, from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted by law, transfer pledged or secured Shares and Warrants to the pledgees or secured parties. So long as Subscriber is not an affiliate of the Company, such a pledge or transfer in compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Warrant Shares and Warrants including such amendments or supplements pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Investor will deliver a copy of the Prospectus as may be reasonably requiredcontained in the Registration Statement to the purchaser or purchasers, directly or through the Investor’s broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Investor further agrees that the Shares or Warrant Shares shall only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of compliance by the Investor with the foregoing does covenants, upon effectiveness of the Registration Statement, the Company shall as soon as practicable (but not affect Subscriber's obligations later than three business days after surrender of the legended certificates to the Company and notice of such surrender has been provided pursuant to Section 68(b) below) cause certificates evidencing the Shares, Warrants and Warrant Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in this Section 7.6, and all Shares, Warrants and Warrant Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6; provided that the Investor shall notify the Company promptly upon completion of the sale of all of its Shares and Warrant Shares. The Investor acknowledges that the removal of the restrictive legends from certificates representing Shares, Warrants and Warrant Shares as provided in this Section 7.6 is predicated upon the Company’s reliance on the Investor’s compliance with its covenants in this Section 7.6.

Legend; Restrictions on Transfer. (a) The certificate or certificates for the Shares and the Warrants (and any securities issued in respect of or exchange for the Shares or the Warrants, including, without limitation, the Warrant Shares) shall be subject to a legend or legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows (and any additional legend required under the Act and otherwise): follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "“1933 ACT"”) AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR HYPOTHECATED UNLESS AND UNTIL REGISTERED AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT OR, IN AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE ISSUER OF THESE SECURITIES, SUCH OFFER, PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR HYPOTHECATION IS IN COMPLIANCE THEREWITHEXEMPTION THEREFROM. The Company Investor expressly agrees that any sale by such Investor of the Shares or the Warrant Shares pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Investor acknowledge will deliver a copy of the Prospectus contained in the Registration Statement to the purchaser or purchasers (including through deemed delivery) in connection with such sale, in each case in compliance with the requirements of the Securities Act and agree Exchange Act applicable to such sale. The Investor further agrees that the Shares or the Warrant Shares shall only be sold while the Registration Statement is effective, unless another exemption from registration is available. On the basis of compliance by the Investor maywith the foregoing covenants, upon effectiveness of the Registration Statement, the Company shall as permitted by law, from time soon as practicable (but not later than three business days after surrender of the legended certificates to time pledge the Company and notice of such surrender has been provided pursuant to a bona fide margin agreement or grant a security interest Section 8 below) cause certificates evidencing the Shares, the Warrants and the Warrant Shares previously issued to be replaced with certificates which do not bear the restrictive legends specified above in some or this Section 7.6, and all of the Shares, the Warrants and the Warrant Shares subsequently issued shall not bear the restrictive legend specified above in this Section 7.6; provided, that such Investor shall notify the Company promptly upon completion of the sale of all of the Shares and Warrants and, if required under the terms of such arrangement, Subscriber may, as permitted Warrant Shares owned by law, transfer pledged or secured Shares and Warrants to it. The Investor acknowledges that the pledgees or secured parties. So long as Subscriber is not an affiliate removal of the restrictive legends from certificates representing the Shares, the Warrants and the Warrant Shares as provided in this Section 7.6 is predicated upon the Company, such a pledge or transfer in ’s reliance on the Investor’s compliance with all applicable federal and state securities laws would not be subject to approval or consent of the Company, provided that, upon the request of the Company, a legal opinion of legal counsel to the pledgee, secured party or pledgor shall be obtained. At the Investor's sole expense, so long as the Shares and Warrants are subject to the legend required by its covenants in this Section 9, the Company will use its reasonable commercial efforts to execute and deliver such reasonable documentation as a pledgee or secured party of Shares and Warrants may reasonably request in connection with a pledge or transfer of the Shares and Warrants including such amendments or supplements to the Registration Statement and Prospectus as may be reasonably required. The foregoing does not affect Subscriber's obligations pursuant to Section 67.6.