Common use of Resale of Securities Clause in Contracts

Resale of Securities. Such Standby Purchaser understands that: (i) other than pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION.”

Resale of Securities. Such Standby Purchaser understands that: (a) Each Purchaser, severally and not jointly, covenants that (i) other than pursuant to it will observe all applicable securities law, (ii) it will not sell or otherwise transfer the Registration Rights AgreementShares, the resale of Warrants or the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred Warrant Shares except pursuant to an effective registration statement under the Securities ActAct or in a transaction which, (b) at in the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to , qualifies as an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 exempt transaction under the Securities Act may be and the rules and regulations promulgated thereunder and, if such sale is made only in accordance with Israel, under the terms Israeli Securities Law, 5728-1968 and the rules and regulations promulgated thereunder. (b) The certificates evidencing the Shares, the Warrants and the Warrant Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “securities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SHARES , OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACTSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE AVAILABILITY OF WHICH IS HOLDER MUST, PRIOR TO BE ESTABLISHED SUCH TRANSFER, FURNISH TO THE SATISFACTION COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE CORPORATIONSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. Promptly following the satisfaction of all of the applicable conditions in Rule 144 or in connection with sales of Shares that are otherwise permitted by the applicable securities laws, at the request of the Purchasers, the Company shall cooperate, and shall instruct its counsel to cooperate, with the Purchasers to have, and shall promptly cause, the restrictive legend pursuant to this Section ‎5.1(b) promptly removed from the certificates representing such Shares referred to in such written request, and be replaced with certificates which do not bear such restrictive legends.”

Resale of Securities. Such Standby Purchaser understands that: (i) other than pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) Terra Silex agrees and acknowledges that upon the Securities are sold acquisition of some or transferred all of the Common Stock of DRC to which it is or may be entitled by reason of this Agreement, that it will become subject to certain rules and regulations of the '34 Act, to include by way and not limitation Rule 13a and Rule 16a and 16b. Terra Silex agrees to fully comply with the Rules and Regulations promulgated under the '34 Act in connection with the sale or resale of any the Common Stock or other securities to which it is entitled by execution of this Agreement. (b) Terra Silex agrees that it will not sell or otherwise transfer the Common Stock, the Price Warrant or the Common Stock issuable upon the exercise of the Price Warrant ("Securities") except pursuant to an effective registration statement under the Securities Act'33 Act or in a transaction which, (b) at in the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to DRC), qualifies as an exempt transaction under the Company’s counsel) to '33 Act and the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or rules and regulations promulgated thereunder. (c) The Common Stock shall bear substantially the Securities are sold pursuant to Rule 144 promulgated under following legend reflecting the Securities Act; (ii) any sale foregoing restrictions on the transfer of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “securities: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"`33 ACT”"), OR ANY OTHER SECURITIES AUTHORITY. THE SHARES SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, `33 ACT OR PURSUANT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN EXEMPTION THE ISSUER THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION.”"

Resale of Securities. Such Standby Purchaser understands that: (a) Each Purchaser, severally and not jointly, covenants that (i) other than pursuant to it will observe all applicable securities law, (ii) it will not sell or otherwise transfer the Registration Rights AgreementShares, the resale of Warrants or the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred Warrant Shares except pursuant to an effective registration statement under the Securities ActAct or in a transaction which, (b) at in the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to , qualifies as an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 exempt transaction under the Securities Act may be and the rules and regulations promulgated thereunder and, if such sale is made only in accordance with Israel, under the terms Israeli Securities Law, 5728-1968 and the rules and regulations promulgated thereunder. (b) The certificates evidencing the Shares, the Warrants and the Warrant Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “securities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SHARES , OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACTSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE AVAILABILITY OF WHICH IS HOLDER MUST, PRIOR TO BE ESTABLISHED SUCH TRANSFER, FURNISH TO THE SATISFACTION COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE CORPORATIONSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Resale of Securities. Such Standby Purchaser understands Each Vendor acknowledges that: (i) other than pursuant , after giving effect to the Registration Rights transactions contemplated by this Agreement, the resale it may be deemed to be an “Affiliate of CTDC, as such term is defined in Rule 405 of the Securities has Act. The Vendors may not been and is not being registered offer, sell, resell, pledge or otherwise transfer the Consideration Shares, except pursuant to an available exemption from registration under the Securities Act or any pursuant to an effective registration statement under the Securities Act and in compliance with all applicable state securities lawslaws of any other jurisdiction. Accordingly, and each Vendor agrees to resell the Consideration Shares only in accordance with the provisions of Rule 903 or 904 of Regulation S of the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred Act, pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered or pursuant to an available exemption from registration pursuant to the Company Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act. Each acknowledges that CTDC makes no representations regarding the availability of any exemption from registration pursuant to the Securities Act at any time. Each Vendor agrees that CTDC will refuse to register any transfer of the Consideration Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration. Each Vendor agrees that CTDC may require an opinion of legal counsel (which opinion shall be reasonably acceptable to CTDC in form, substance and scope reasonably satisfactory to the Company’s counsel) to event of any resale or other transfer of any of the effect that the Securities to be sold or transferred may be sold or transferred Consideration Shares by any Vendor pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated registration under the Securities Act; (ii) . Hedging Transactions. Each Vendor agrees not to engage in or enter into any sale trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic consequences of such Securities made in reliance on Rule 144 under ownership of the Securities Act Consideration Shares may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreementtransferred to any Person, neither the Company nor including any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATIONU.S. Person.”

Resale of Securities. Such Standby (a) Each Purchaser understands that: covenants that it will not sell or otherwise transfer the Series B Preferred Stock (ior any shares of Common Stock acquired upon the conversion of shares of Series B Preferred Stock) other than except pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Act and the rules and regulations promulgated thereunder and any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered will deliver to the Company evidence reasonably satisfactory to the Company of the availability of such exemptions, including the delivery, upon request, to the Company of an opinion of counsel to such Purchaser. (which opinion b) The certificates evidencing the shares of Series B Preferred Stock and the shares of Common Stock acquired upon conversion thereof shall be in form, substance and scope reasonably satisfactory bear a legend substantially to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “following effect: THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THAT CERTAIN STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE HOLDER (OR THE PREDECESSOR IN INTEREST TO THE SHARES), THE COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE CORPORATION. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"ACT”"). THE SHARES , AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTACT OR IN A TRANSACTION WHICH, OR PURSUANT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPTION FROM REGISTRATION EXEMPT TRANSACTION UNDER THE ACTACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. (c) The certificates evidencing the shares of Series B Preferred Stock shall also bear a legend substantially to the following effect: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF CERTAIN VOTING AGREEMENTS AMONG THE STOCKHOLDER, THE AVAILABILITY COMPANY AND CERTAIN OTHER HOLDERS OF WHICH IS TO STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE ESTABLISHED OBTAINED UPON WRITTEN REQUEST TO THE SATISFACTION SECRETARY OF THE CORPORATIONCOMPANY.”

Resale of Securities. Such Standby If Purchasers should decide to dispose of any of the Shares, the Warrant or the Company Common Stock issuable upon exercise of the Warrant, each Purchaser understands that: (i) other than and agrees that it may do so only pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. In connection with any offer, resale, pledge or other transfer (individually and collectively, a "Transfer") of any -------- such securities other than pursuant to an effective registration statement, the Company may require that the transferor provide to the Company an opinion of counsel which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such Transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or foreign securities laws. Each Purchaser agrees to the imprinting, so long as appropriate, of substantially the following legend on certificates representing the Shares, the Warrant and the Company Common Stock issuable upon exercise of the Warrant: THE SECURITIES (THE "SECURITIES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SECURITIES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAW. The legends set forth above may be removed if and when the securities represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or the opinion of counsel referred to above has been provided to the Company. The Share certificates and the Warrant (and the Company Common Stock issuable upon exercise of the Warrant) shall also bear any additional legends required by applicable federal, state or foreign securities laws, and which legends may be removed when, in the Securities may not be sold or otherwise transferred unless (a) opinion of counsel to the Securities Company, the same are sold or transferred no longer required under the applicable requirements of such securities laws. Each Purchaser agrees that, in connection with any Transfer of securities by it pursuant to an effective registration statement under the Securities Act, (b) at it will comply with all prospectus delivery requirements of the Company’s requestSecurities Act applicable to Purchasers. Each Purchaser acknowledges that the Company makes no representation, such Standby Purchaser shall have delivered warranty or agreement as to the Company an opinion availability of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an any exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 registration under the Securities Act may be made only in accordance with respect to any resale of any of the terms of such Rule; and (iii) except as set forth in Shares, the Registration Rights Agreement, neither Warrant or the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers Common Stock issuable upon exercise of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATIONWarrant.”

Resale of Securities. Such Standby Purchaser understands that: (i) No Shareholder shall Transfer any Securities other than pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms provisions of this Clause 8. Any Transfer or purported Transfer made in violation of this Clause 8 shall be null and void and of no effect. For purposes of this Clause 8, the term Common Stock shall include any subscription bonds or options to acquire shares of Common Stock. (ii) For a period commencing on the Closing Date and ending on the 20th annual anniversary thereof, no Shareholder will sell or otherwise Transfer its Securities without the prior written approval of Warburg, which approval will not be unreasonably withheld. The foregoing restriction shall not apply to Transfers to such Rule; Shareholder's Affiliates, which Affiliates agree in writing to be bound by all restrictions applicable to the transferring Shareholder or to Transfers to Directors as Directors' qualifying shares. Notwithstanding the foregoing, after the fifth anniversary of the date hereof, each of IPC and Multiponto shall be permitted to Transfer Common or Preferred Stock owned by it without the prior written approval of Warburg, provided that any such Transfer shall be subject to the provisions of Clause 8(b)(i). (iii) except as set forth in No Management Investor will sell or otherwise Transfer any of his or her Common Stock for a period of five (5) years from the Registration Rights Agreement, neither the Company nor any other Person date on which such Common Stock is under any obligation no longer subject to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below forfeiture (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights AgreementSubscription Agreement between the Corporation and such Management Investor pursuant to which such Common Stock was acquired) without the prior written approval of the Board, which approval will not be unreasonably withheld. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 The foregoing restriction shall not apply to Transfers (THE “ACT”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATIONA) to members of such Management Investor's family or trusts for the benefit of such Management Investor or such Management Investor's family; provided in each instance that such transferee agrees to be bound by the provisions of this Agreement as if such transferee were an original signatory hereto and (B) pursuant to the terms of Section 11 of the Employment Agreement between the Corporation and such Management Investor.”

Resale of Securities. Such Standby Purchaser understands GMIL acknowledges that: (i) other than pursuant , after giving effect to the Registration Rights transactions contemplated by this Agreement, the resale it may be deemed to be an “Affiliate of Investor, as such term is defined in Rule 405 of the Securities has Act. GMIL may not been offer, sell, resell, pledge or otherwise transfer the Consideration Shares and, if applicable, the Convertible Note and is not being registered the shares of Investor Common Stock issuable upon conversion of the Convertible Note, except pursuant to an available exemption from registration under the Securities Act or any pursuant to an effective registration statement under the Securities Act and in compliance with all applicable state securities lawslaws of any other jurisdiction. Accordingly, GMIL agrees to resell the Consideration Shares and, if applicable, the Convertible Note and the Securities may not be sold shares of Investor Common Stock issuable upon conversion of the Convertible Note only in accordance with the provisions of Rule 903 or otherwise transferred unless (a) 904 of Regulation S of the Securities are sold or transferred Act, pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered or pursuant to an available exemption from registration pursuant to the Company Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act. GMIL acknowledges that the Investor makes no representations regarding the availability of any exemption from registration pursuant to the Securities Act at any time. GMIL agrees that the Investor will refuse to register any transfer of the Consideration Shares and, if applicable, the Convertible Note and the shares of Investor Common Stock issuable upon conversion of the Convertible Note not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration. GMIL agrees that the Investor may require an opinion of legal counsel (which opinion shall be in form, substance and scope reasonably satisfactory acceptable to the Company’s counsel) to Investor in the effect that event of any resale or other transfer of any of the Securities to be sold or transferred may be sold or transferred Consideration Shares and, if applicable, the Convertible Note and the shares of Investor Common Stock issuable upon conversion of the Convertible Note by GMIL pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated registration under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION.”

Resale of Securities. Such Standby Purchaser understands that: (ia) other than Each of the Investors severally covenants that it will not sell or otherwise transfer the Shares except pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration under the Securities Act or any applicable state securities lawsin a transaction which, and in the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to , qualifies as an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 exempt transaction under the Securities Act may be made only in accordance with and the terms rules and regulations promulgated thereunder. (b) The certificates evidencing the Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. securities: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SHARES , OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” In addition, the certificates evidencing the shares purchased by Investors who are parties to the Stockholders Agreement (other than the Principal Investors) shall also bear the following legend: “THE ACTSECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF NOVEMBER 10, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG INDEX DEVELOPMENT PARTNERS, INC. (THE AVAILABILITY “COMPANY”) AND CERTAIN OTHER PARTIES THERETO. A COPY OF WHICH IS TO SUCH AGREEMENT SHALL BE ESTABLISHED FURNISHED BY THE COMPANY TO THE SATISFACTION OF THE CORPORATIONHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

Resale of Securities. Such Standby Purchaser understands that: (ia) other than Each of the Investors severally covenants that it will not sell or otherwise transfer the Shares except pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration under the Securities Act or any applicable state securities lawsin a transaction which, and in the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to , qualifies as an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 exempt transaction under the Securities Act may be made only in accordance with and the terms rules and regulations promulgated thereunder. (b) The certificates evidencing the Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. securities: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SHARES , OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” In addition, the certificates evidencing the shares purchased by Investors who are parties to the Stockholders Agreement (other than the Principal Investors) shall also bear the following legend: “THE ACTSECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 21, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG WISDOMTREE INVESTMENTS, INC. (THE AVAILABILITY “COMPANY”) AND CERTAIN OTHER PARTIES THERETO. A COPY OF WHICH IS TO SUCH AGREEMENT SHALL BE ESTABLISHED FURNISHED BY THE COMPANY TO THE SATISFACTION OF THE CORPORATIONHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

Resale of Securities. Such Standby Purchaser understands that: (a) Each Purchaser, severally and not jointly, covenants that (i) other than it will observe all applicable securities law, (ii) it will not sell or otherwise transfer the Shares, the Warrants or the Warrant Shares except pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration under the Securities Act or any applicable state securities lawsin a transaction which, and in the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company’s request, such Standby Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company’s counsel) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to , qualifies as an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Securities made in reliance on Rule 144 exempt transaction under the Securities Act may be and the rules and regulations promulgated thereunder and, if such sale is made only in accordance with Israel, under the terms Israeli Securities Law, 5728-1968 and the rules and regulations promulgated thereunder. (b) The certificates evidencing the Shares, the Warrants and the Warrant Shares will bear the following legend reflecting the foregoing restrictions on the transfer of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. “securities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”). THE SHARES , OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE ACTSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE AVAILABILITY OF WHICH IS HOLDER MUST, PRIOR TO BE ESTABLISHED SUCH TRANSFER, FURNISH TO THE SATISFACTION COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE CORPORATIONSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Resale of Securities. Such Standby Purchaser understands that: (ia) other than Each Investor covenants that it will not sell or otherwise transfer the Preferred Notes and/or Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants, as applicable), except in accordance with the Investor Rights Agreement and pursuant to the Registration Rights Agreement, the resale of the Securities has not been and is not being registered an effective registration under the Securities Act or in a transaction which qualifies as an exempt transaction under the Securities Act and, in each case, in accordance with any applicable state securities laws, and the Securities may not be sold or otherwise transferred unless (a) the Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, . (b) at The certificates evidencing the Company’s requestPreferred Notes and/or Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants, such Standby Purchaser shall have delivered to as applicable) will bear a legend in substantially the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to following form reflecting the Company’s counsel) to foregoing restrictions on the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale transfer of such Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Standby Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Securities that may be issued pursuant to this Agreement in a form substantially similar to the legend set forth below (and a stop-transfer order may be placed against transfers of the certificates evidencing such Securities). The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. securities: “NEITHER THIS PROMISSORY NOTE NOR THE SHARES REPRESENTED BY SECURITIES ISSUABLE UPON CONVERSION OF THIS CERTIFICATE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS PROMISSORY NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN (OR THE SHARES SECURITIES ISSUABLE UPON CONVERSION OF THIS PROMISSORY NOTE) MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER THE ACT, SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO UNLESS AN EXEMPTION FROM SUCH REGISTRATION UNDER IS AVAILABLE AND THE ACT, COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION IN THE AVAILABILITY FORM OF WHICH IS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATIONCOMPANY.”