Common use of Non-Registration Clause in Contracts

Non-Registration. The parties agree that the Holders will suffer damages if the Registrable Securities are not registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required below, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within three Trading Days of the date that the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate of 25 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities (“Purchase Price”) then held by such Holder, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Non-Registration. The parties agree that Regardless of whether the Holders will suffer damages if Shares to be issued hereunder upon the Registrable exercise of an Option have been registered under the Securities are not Act or have been registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) qualified under the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required belowsecurities laws of any state, the Company shall not be deemed to have satisfied this clause (i))may impose restrictions upon the sale, pledge, or other transfer of such Shares (iiincluding the placement of appropriate legends on stock certificates) if, in the judgment of the Company fails and its counsel, such restrictions are necessary or desirable to file achieve compliance with the SEC provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered under the Securities Act, or a request registration is not then currently effective with respect to such Shares, and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, the Participant shall be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for acceleration investment, and not with a view to the sale or distribution thereof, except in accordance compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 461 144 promulgated under the Securities Act, within three Trading Days . Without limiting the generality Altair Engineering Inc. - NSO Plan Form of NSO Agreement 4 of the date that the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness Dateforegoing, the Registration Statement ceases for Board may require an opinion of counsel acceptable to it to the effect that any reason subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to remain continuously effective an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as to all Registrable Securities for which it is are required to be effective, or deemed advisable under the Plan or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate provisions of 25 calendar days during any 12-month period applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event DateACT”). THEY MAY NOT BE TRANSFERRED, then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities (“Purchase Price”) then held by such Holder, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series SOLD OR OFFERED FOR SALE UNLESS A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventREGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR THE REGISTRATION PROVISIONS OF THE ACT DO NOT APPLY TO SUCH PROPOSED TRANSFER.

Non-Registration. The parties agree that Regardless of whether the Holders will suffer damages if Shares to be issued hereunder upon the Registrable exercise of an Option have been registered under the Securities are not Act or have been registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) qualified under the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required belowsecurities laws of any state, the Company shall not be deemed to have satisfied this clause (i))may impose restrictions upon the sale, pledge, or other transfer of such Shares (iiincluding the placement of appropriate legends on stock certificates) if, in the judgment of the Company fails and its counsel, such restrictions are necessary or desirable to file achieve compliance with the SEC provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered under the Securities Act, or a request registration is not then currently effective with respect to such Shares, and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, the Participant shall be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for acceleration investment, and not with a view to the sale or distribution thereof, except in accordance compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify Altair Engineering Inc. – ISO Agreement 5 the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 461 144 promulgated under the Securities Act, within three Trading Days . Without limiting the generality of the date that the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness Dateforegoing, the Registration Statement ceases for Board may require an opinion of counsel acceptable to it to the effect that any reason subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to remain continuously effective an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as to all Registrable Securities for which it is are required to be effective, or deemed advisable under the Plan or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate provisions of 25 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“Purchase PriceACT”) then held by such HolderOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THEY MAY NOT BE TRANSFERRED, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventSOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Non-Registration. The parties agree (a) Seller understands that the Holders issuance of the Common Stock of Regent in this transaction is intended to be exempt from registration under the Securities Act of 1933, as amended (the "1933 Act"), by virtue of Section 4(2) and/or 4(6) of the 1933 Act and the provisions of Regulation D promulgated thereunder, that the Common Stock of Regent has not been registered under the 1933 Act or under the securities laws of any state, and that Regent will suffer damages if be under no obligation to effect any such registration. (b) Seller is acquiring the Registrable Securities are Common Stock of Regent for his own account, for investment and not with a view to resale, distribution, or other disposition, and Seller has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution or other disposition. Seller understands that the shares of Regent Common Stock to be issued in this transaction have not been, and will not be, registered under the 1933 Act by reason of a specific exemption from the registration provisions of the 1933 Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller's representations as expressed herein. Seller will not sell or otherwise transfer the shares of Regent Common Stock to be issued in this transaction without registration under the 1933 Act and applicable state securities laws, or pursuant to an exemption from the registration requirements thereof which, in the opinion of counsel reasonably acceptable to Regent, is available for the transaction. (c) Seller acknowledges that the shares of Regent Common Stock to be issued in this transaction must be held indefinitely unless subsequently registered under the 1933 Act or unless an exemption from such registration is available. Seller is aware of the provisions of Rule 144 promulgated under the 1933 Act which permit limited resale of shares purchased in a timely manner private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about Regent, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or remain registered after in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations. (d) Seller is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act, inasmuch as Seller meets the requirements of subparagraph (a)(5) of Rule 501. (e) Seller has had a reasonable opportunity to inspect all documents, books and records pertaining to Regent and the shares of Regent Common Stock and confirms that the Common Stock of Regent is being acquired without Seller's receipt of any offering literature, although Seller confirms he has received a copy of Regent's Prospectus, dated January 24, 2000, and a list of exhibits filed with the SEC in connection therewith, all of which will be supplied to Seller on request. (f) Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Regent concerning Regent, its business and proposed operations, the terms of the Common Stock of Regent and all other aspects of investment in Regent, and all such Registration Statement questions have been answered to the full satisfaction of Seller. (g) Seller is not acquiring the Common Stock of Regent as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of Regent. (h) Seller has become effective. Thereforenot incurred, if: and will not incur, directly or indirectly, as a result of any action taken by Regent or RBI, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement. (i) Seller understands that the Registration Statement is not filed on or prior certificate(s) representing the Common Stock of Regent issued to its Filing Date (if him shall bear legends in substantially the Company files the Registration Statement without affording the Holders the opportunity to review following forms, and comment on the same as required below, the Company Seller shall not be deemed to have satisfied this clause (i))transfer any of such shares of Common Stock of Regent, or (ii) the Company fails to file with the SEC a request for acceleration any interest therein, except in accordance with Rule 461 promulgated the terms of such legends: "The securities represented by this certificate have not been registered under the Securities ActAct of 1933, within three Trading Days as amended, or the securities laws of any state (the date that "Securities Laws"). These securities may not be offered, sold, transferred, pledged or hypothecated in the Company (absence of registration under applicable Securities Laws, or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement availability of an exemption therefrom. This certificate will not be “reviewed,” transferred on the books of the Corporation or not subject any transfer agent acting on behalf of the Corporation except upon the receipt of an opinion of counsel, satisfactory to further reviewthe Corporation, or (iii) that the Registration Statement filed or required to be filed hereunder proposed transfer is not declared effective by exempt from the SEC by its Effectiveness Date, (iv) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to registration requirements of all Registrable applicable Securities for which it is required to be effectiveLaws, or the Holders are not permitted receipt of evidence, satisfactory to utilize the Prospectus therein Corporation, that the proposed transfer is the subject of an effective registration statement under all applicable Securities Laws." "The issuer is subject to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate of 25 calendar days during any 12-month period (which need restrictions contained in the Federal Communications Act, as amended. The securities evidenced by this certificate may not be consecutive Trading Days)sold, transferred, assigned or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day periodhypothecated if, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cureda result thereof, the Company shall pay to each Holder an amount issuer would be in cash, as partial liquidated damages and not as a penalty, equal to 2% violation of the aggregate purchase price paid by such Holder for any Registrable Securities (“Purchase Price”) then held by such Holder, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Eventact."

Non-Registration. The parties agree In the event the Shares to be issued in connection with the vesting of Performance Restricted Shares have not been registered under the Securities Act or a registration is not then currently effective with respect to such Shares, the Participant shall deliver to the Corporation, as a condition to the delivery of Shares under this Agreement, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by Participant or other person then entitled to such Shares, stating that the Holders will suffer damages if the Registrable Securities Shares are not registered in a timely manner being acquired for his or remain registered after such Registration Statement has become effective. Thereforeher own account, if: (i) the Registration Statement is not filed on for investment and without any present intention of distribution or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required below, the Company shall not be deemed to have satisfied this clause (i))reselling said Shares, or (ii) any of them, except as may be permitted under the Company fails Securities Act and then applicable rules and regulations hereunder, and that Participant or other person then entitled to file such Shares will indemnify the Corporation against and hold it free and harmless from any loss, damages, expense or liability resulting to the Corporation if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Committee may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the SEC a request for acceleration in accordance with Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 461 144 promulgated under the Securities Act, within three Trading Days . Without limiting the generality of the date that the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness Dateforegoing, the Registration Statement ceases for any reason Committee may require an opinion of counsel acceptable to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate of 25 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement effect that materially addresses SEC comments any subsequent transfer of Shares acquired under the Plan does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing Shares issued under the Plan shall bear an appropriate legend referring to the Registration Statement contained provisions of this Section and the agreements herein. None of the provisions of this Agreement shall relieve Participant of his or her obligations to comply with applicable Federal and state securities laws in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”connection with the Shares, and for purposes transactions related thereto. - Termination of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities (“Purchase Price”) then held by such Holder, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.Employment

Non-Registration. The parties agree that Regardless of whether the Holders will suffer damages if Shares to be issued hereunder upon the Registrable exercise of an Option have been registered under the Securities are not Act or have been registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) qualified under the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required belowsecurities laws of any state, the Company shall not be deemed to have satisfied this clause (i))may impose restrictions upon the sale, pledge, or other transfer of such Shares (iiincluding the placement of appropriate legends on stock certificates) if, in the judgment of the Company fails and its counsel, such restrictions are necessary or desirable to file achieve compliance with the SEC provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered under the Securities Act, or a request registration is not then currently effective with respect to such Shares, and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, the Participant shall be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for acceleration investment, and not with a view to the sale or distribution thereof, except in accordance compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 461 144 promulgated under the Securities Act, within three Trading Days . Without limiting the generality of the date that the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness Dateforegoing, the Registration Statement ceases for Board may require an opinion of counsel acceptable to it to the effect that any reason subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to remain continuously effective an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as to all Registrable Securities for which it is are required to be effective, or deemed advisable under the Plan or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate provisions of 25 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“Purchase PriceACT”) then held by such HolderOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THEY MAY NOT BE TRANSFERRED, but no more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an EventSOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Non-Registration. The parties agree Purchaser acknowledges that this Purchase Agreement does not create an interest in the Lands, the Condominium or the Purchased Home and that until a Transfer/Deed of Land is registered in favour of the Purchaser, the Purchaser shall have no interest in the Lands, the Condominium or the Purchased Home. The Purchaser further covenants and agrees that the Holders Purchaser will suffer damages if not register or cause or permit this Purchase Agreement to be registered on title to the Registrable Securities are not registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required belowLands, the Company Condominium or the Purchased Home and that no reference to it, or notice of it or any caution or any certificate of pending litigation, purchaser’s lien or any other notice or document of any type shall be registered on title whether or not the Vendor is in default hereunder. The Purchaser shall be deemed to have satisfied be in default under this clause (i))Purchase Agreement if the Purchaser creates any encumbrance or makes any registration or causes or permits any encumbrance or registration to be made on title to the Lands and/or the Purchased Home on or before the Closing Date. Should the Purchaser be in default of the Purchaser’s obligations under this Section 8.2, or (ii) the Company fails to file with the SEC a request for acceleration Vendor may, in accordance with Rule 461 promulgated under the Securities Actprovisions of Section 11.1(1) of this Schedule, within three Trading Days as agent and attorney of the date that Purchaser, cause removal of any such registration from the Company (or its legal counsel) is notified (orally or in writing, whichever is earlier) by title to the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Date, (iv) after the Effectiveness DateLands, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, Purchased Home or the Holders are not permitted Condominium. In addition, should the Purchaser be in default of the Purchaser’s obligations under this Section 8.2, the Vendor, at its sole option, shall have the right to utilize declare this Purchase Agreement null and void in accordance with the Prospectus therein provisions of Section 8.1 of this Schedule and the provisions of Section 8.1 of this Schedule shall apply. The Purchaser hereby irrevocably consents to resell such Registrable Securities for 15 consecutive calendar days but no more than an aggregate a court order removing any notice of 25 calendar days during this Purchase Agreement, any 12-month period (which need not be consecutive Trading Days)caution, any certificate of pending litigation, any purchaser’s lien or (v) the Company fails to file an amendment any other notice or document of any sort whatsoever from title to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedLands, the Company shall Purchased Home or the Condominium and the Purchaser agrees to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% all of the aggregate purchase price paid by Vendor’s costs and expenses in obtaining such Holder for any Registrable Securities order (“Purchase Price”) then held by such Holder, but no more than 48% of such Purchase Price in including the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply Vendor’s Solicitors’ fees and disbursements on a daily pro-rata basis for any portion of a month prior to the cure of an Eventfull indemnity basis).