Common use of Restricted Securities Clause in Contracts

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares --------------------- Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Each Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s representations as expressed herein. The Each Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the each Purchaser must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes for resale except as set forth in the Investors’ Rights Agreementresale. The Each Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock Ordinary Shares into which it may be converted, for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal federal, state and state province securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Other than as set forth herein, the Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Notes indefinitely unless they their resales are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Notes for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser Holder understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserHolder’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

Restricted Securities. The Purchaser understands that the offer and sale of the Shares have to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesShares for resale, or except for the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementRegistration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Registered Holder understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserRegistered Holder’s representations as expressed herein. The Purchaser Registered Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Registered Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Registered Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserRegistered Holder’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Such Investor understands that the issuance and sale of the Convertible Shares have not been, and will not be, been registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed hereinin Section 3.7. The Purchaser Such Investor understands that the Convertible Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Convertible Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Such Investor acknowledges that the Company Parent has no obligation to register or qualify the Convertible Shares, or the Parent Common Stock into which it may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser Such Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Convertible Shares, and on requirements relating to the Company Parent which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Each Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from exemptions under the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the each Purchaser’s representations as expressed herein. The Each Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Each Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Employee understands that the any Shares that may be issued to Employee hereunder have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserEmployee’s representations as expressed herein. The Purchaser Company understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Employee must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Employee acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Employee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the PurchaserEmployee’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Such Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Such Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

Restricted Securities. The Purchaser Each of the Investors understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each of the Purchaser’s Investors’ representations as expressed herein. The Purchaser Each of the Investors understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each of the Purchaser Investors must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Except as otherwise provided herein, each of the Investors acknowledges that the Company has no obligation to register or qualify the Shares, or Securities. Each of the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investors further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which that are outside of Each of the Purchaser’s Investors’ control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Issued Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Issued Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Issued Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company Issuer has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Issued Shares for resale except as set forth in the Investors’ Rights Registration Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Issued Shares and on requirements relating to the Company Issuer which are outside of the Purchaser’s control, and which the Company Issuer is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the InvestorsStockholders’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares --------------------- Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The the Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

Restricted Securities. The Purchaser understands that the Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinin this Agreement. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s controlControl, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Each Investor understands that the Shares Securities have not been, and will shall not bebe (except to the extent provided in the Investors’ Rights Agreement), registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Each Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation (except to the extent provided in the Investors’ Rights Agreement) and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. (1) The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

Restricted Securities. The Purchaser understands that the Shares have Stock has --------------------- not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares shares of Stock are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares shares of Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Units have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesUnits, or the Common Stock into which it any other securities that may be convertedheld by Purchaser, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesUnits, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have Note has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are Note is a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Note indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Note for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNote, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws Securities Laws and that, pursuant to these such laws, the Purchaser must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by applicable state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Shares or the Common Stock into which it may be converted, converted for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited towithout limitation, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the Purchaser’s control, control and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Buyer understands that the Shares Tokens have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserBuyer’s representations as expressed herein. The Purchaser Buyer understands that the Shares are Tokens may be construed as “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Buyer must hold the Shares Tokens indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Buyer acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Tokens for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesTokens, and on requirements relating to the Company which are outside of the PurchaserBuyer’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares and Warrants have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares and Warrants are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it Shares may be converted, the Warrants or the Warrant Shares for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesperiod, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Preferred Sale Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Preferred Sale Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Preferred Sale Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Preferred Sale Shares, or the Common Stock Ordinary Shares into which it may be converted, for resale except as set forth in the Investors’ Investors Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Preferred Sale Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser acknowledges and understands that the Shares have Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not beeninvolving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. The Purchaser acknowledges that the Company has no obligation to file a registration statement regarding Purchaser’s resale of the Securities. In this connection, the Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and will not be, registered under understands the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed hereinresale limitations imposed thereby. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares indefinitely unless they such Securities, as applicable, are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Subscribed Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Subscribed Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Subscribed Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Subscribed Shares for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Subscribed Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Except as otherwise provided herein, Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementSecurities. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesof Securities, and on or requirements relating to the Company which that are outside of the Purchaser’s control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser Holder understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Holder's representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission ("SEC") and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s Holder's control, and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Note and the Conversion Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Note is, and the Conversion Shares are will be, “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Note and the Conversion Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Note and the Conversion Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Subscription Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, shares for resale except as set forth in the Investors’ Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Sharesshares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares are “Stock constitutes "restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securitiesRestricted Securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock Shares into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Shares have Common Stock has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these such laws, Investor, upon the Purchaser Conversion or the exercise of the Warrant, must hold the Shares Common Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Investor further acknowledges that that, if an exemption from registration or qualification is available, then it may be conditioned on various requirements requirements, including, but not limited to, the time and manner of sale, the holding period for the Shares, Common Stock and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Units have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Third Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Units (including the components thereof) have not been, and will not be, been registered under the Securities ActAct or any state securities law, by reason of a specific exemption from the registration provisions of the Securities Act and state securities law which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Units (including the components thereof) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Units (including the components thereof) indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesUnits (including the components thereof), and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that this Warrant and the Exercise Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Exercise Shares are “restricted securities” under applicable U.S. federal and state securities laws Laws and that, pursuant to these lawsLaws, the Purchaser must hold the Exercise Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Exercise Shares, or the Common Stock into which it they may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exercise Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have Purchased Stock has not been, and will not be, registered under the Securities ActAct and State Securitities Law Lw, by reason of a specific exemption from the registration provisions of the Securities Act or State Securities Laws,which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are Purchased Stock is a “restricted securitiessecurity” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Purchased Stock indefinitely unless they are it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementPurchased Stock. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements requirements, including, but not limited to, the time and manner of sale, the holding period for the SharesPurchased Stock, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is availableavailable or such Shares are registered on a foreign stock exchange and become freely tradable in accordance with all Applicable Laws. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, been registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no Company’s obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in is limited to the Investors’ Rights registration rights provided to Purchasers pursuant to this Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Such Investor understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasersuch Investor’s representations as expressed herein. The Purchaser Such Investor understands that the Shares are characterized as “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser such Investor must hold the Shares indefinitely unless they are subsequently registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Other than as contained in the XXX, such Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Such Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchasersuch Investor’s control, and which the Company Company, other than as contained in the XXX, is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Holder understands that (i) the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser understands that and warranties set forth in this Section 9; (ii) the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that ; and (iii) the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements includingrequirements, but not limited to, including the time and manner of sale, the holding period for the Shares, Securities and on other requirements relating to the Company Company, which are outside of the PurchaserHolder’s control, control and which the Company is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that this Warrant and the Exercise Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Exercise Shares are “restricted securities” under applicable U.S. federal and state securities laws Laws and that, pursuant to these lawsLaws, the Purchaser must hold the Exercise Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Exercise Shares, or the Common Stock into which it they may be converted, for resale except as set forth in the Investors’ Registration Rights Agreement (as defined in the Merger Agreement). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exercise Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Such Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the such Purchaser’s control, and which . Such Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Company is under no obligation and may not be able to satisfySecurities.

Restricted Securities. The Purchaser Holder understands that the Shares Securities have not been, and will not be, registered under the Securities ActAct or state securities laws, by reason of a specific exemption exemptions from the registration provisions of the Securities Act thereof which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserXxxxxx’s representations as expressed herein. The Purchaser Holder understands that the Shares Securities are “restricted securities” under applicable U.S. federal and applicable state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company Maker has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser and further acknowledges that that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company Maker which are outside of the PurchaserHolder’s control, and which the Company Maker is under no obligation obligation, and may not be able able, to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that that, except as expressly set forth herein, the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Lender understands that the Shares have not been, and common shares underlying this Agreement will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations be deemed as expressed herein. The Purchaser understands that the Shares are “"restricted securities” under applicable U.S. federal and state securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, that pursuant to these lawslaws and applicable regulations, the Purchaser Lender must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Lender further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner XXXXXX XXXXXX OR NOMINEE EGPI FIRECREEK, INC. of sale, the holding period for the Shares, and on requirements relating to the Company Lender which are outside of the PurchaserCompany’s control, and as to which the Company is under no obligation and may not be able to satisfy. In this connection, the Lender represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Securities. The Purchaser Such Seller understands that the Shares have Stock Consideration has not been, and nor will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasersuch Seller’s representations as expressed herein. The Purchaser Such Seller understands that the Shares shares of Stock Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must such Seller may have to hold the Shares such shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission and (the “SEC”) and, to the extent applicable, qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Such Seller acknowledges that the Company Buyer has no obligation to register or qualify the Shares, or the such Buyer Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Such Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, shares and on requirements relating to the Company Buyer which are outside of the Purchasersuch Seller’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Each Investor understands that the Shares Securities have not been, and will shall not bebe (except to the extent provided in the Investors’ Rights Agreement, to the extent performed), registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Each Investor understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Each Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation (except to the extent provided in the Investors’ Rights Agreement) and may not be able to satisfy.

Restricted Securities. The Such Purchaser understands that the Shares have Securities will be characterized as “restricted securities” under the federal securities laws, inasmuch as they are being acquired from the Company in a transaction not beeninvolving a public offering, and will that under such laws and applicable regulations such Securities may not be, registered be resold without registration under the Securities Act, except in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by reason of a specific exemption from the registration provisions of the Securities Act and by the Transaction Agreements (which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations shall contain restrictive legends as expressed hereinset forth in Section 3.7 below). The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Such Purchaser acknowledges that the Company has no obligation to register or qualify the SharesSecurities for resale, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which that are outside of the such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Allocated Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Allocated Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Allocated Shares indefinitely unless they until such Shares are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Allocated Shares for resale except other than as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Allocated Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Preferred Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Preferred Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Preferred Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Preferred Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Preferred Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy. The Investor understands that this offering is not intended to be part of the public offering, and that the Investor will not be able to rely on the protection of Section 11 of the Securities Act.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as if and to the extent set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Notes and Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedSecurities, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Common Stock and Warrants are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedSecurities, for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Holder understands that the Shares Investment Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Holder's representations as expressed made herein. The Purchaser Holder understands that the Shares Investment Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Investment Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Holder acknowledges that the Company Maker has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Investment Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesInvestment Securities, and on requirements relating to the Company Maker which are outside of the Purchaser’s Holder's control, and which the Company Maker is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Purchased Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Purchased Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Purchased Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Common Stock into which it may be convertedConversion Shares, for resale except as set forth in the Investors’ Rights Shareholders Agreement. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Shares, and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Acquired Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Acquired Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Acquired Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Acquired Shares, or the Common Stock any Class A Shares into which it the Class C Shares included in the Acquired Shares may be converted, for resale resale, except as set forth in for the Investors’ Rights AgreementRegistration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Acquired Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be convertedconverted (the “Conversion Shares”), for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights this Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserInvestor’s representations as expressed herein. The Purchaser Investor understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, Shares and on requirements relating to the Company which are outside of the PurchaserInvestor’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Regents understands that the issuance to The Regents of the Shares have has not been, and will not be, registered under the Securities Act, nor qualified under the California Blue Sky Law, by reason of a specific exemption private placement exemptions from the such registration and qualification provisions of the Securities Act which depends depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s The Regents’ representations as expressed herein. The Purchaser Regents understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser The Regents must hold the Shares indefinitely unless they are a sale of Licensee stock is registered with the Securities and Exchange Commission and qualified by under state authoritieslaw, or an exemption from such registration and qualification requirements is available. The Purchaser Regents acknowledges that the Company Licensee has no obligation to register or qualify any resale of the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights AgreementShares held by The Regents. The Purchaser Regents further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company Licensee which are outside of the Purchaser’s The Regents’ control, and which the Company Licensee is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Holder understands that neither the Shares New Notes nor the Underlying Common Stock have not been, and will not be, been registered under the Securities Act, and are being issued hereunder by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Shares New Notes (and the Underlying Common Stock) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares New Notes (and the Underlying Common Stock) indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNew Notes (and the Underlying Common Stock), and on requirements relating to the Company which are may be outside of the PurchaserHolder’s control, and which which, except as set forth in the Registration Rights Agreement, the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section II of the Securities Act.

Restricted Securities. The Purchaser understands that the Shares Notes have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares Notes are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Notes indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the SharesNotes, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesNotes, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have Stock --------------------- has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares are “Stock constitutes "restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

Restricted Securities. The Such Purchaser understands that the Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Such Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subject to the Registration Rights Agreement, such Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Holder understands that neither the Shares Exchange Notes nor the Underlying Common Stock have not been, and will not be, been registered under the Securities Act, and are being issued hereunder by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the PurchaserHolder’s representations as expressed herein. The Purchaser Holder understands that the Shares Exchange Notes (and the Underlying Common Stock) are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser Holder must hold the Shares Exchange Notes (and the Underlying Common Stock) indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesExchange Notes (and the Underlying Common Stock), and on requirements relating to the Company which are may be outside of the PurchaserHolder’s control, and which which, except as set forth in the Registration Rights Agreement, the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not beenare being issued in a transaction that was not, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely and/or are subject to transfer restrictions for a specified “distribution compliance period” under Regulation S promulgated under the Securities Act, and, in each case, cannot be transferred unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Shares for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser Investor understands that the Shares Securities and the shares of Common Stock underlying the Securities have not been, and will not be, been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s Investor's representations as expressed herein. The Purchaser Investor understands that the Shares Securities, and the shares of Common Stock underlying the Securities are “"restricted securities” " under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, the Purchaser Investor must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser Investor acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreement. The Purchaser Exhibit C. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the Purchaser’s Investor's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Each Purchaser understands that the Shares Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the such Purchaser’s 's representations as expressed herein. The Each Purchaser understands that the Shares Securities are “"restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the such Purchaser must hold the Shares Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges Purchasers acknowledge that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, Securities for resale except as set forth in the Investors’ Rights Agreementresale. The Purchaser Purchasers further acknowledges acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesSecurities, and on requirements relating to the Company which are outside of the any Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.

Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.. Purchaser understands that this offering is not intended to be part of the public offering, and that Purchaser will not be able to rely on the protection of Section 11 of the Securities Act,

Restricted Securities. The Purchaser understands that the Shares Stock --------------------- have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s 's representations as expressed herein. The Purchaser understands that the Shares are “Stock constitutes "restricted securities” " under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares Stock indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ ' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SharesStock, and on requirements relating to the Company which are outside of the Purchaser’s 's control, and which the Company is under no obligation and may not be able to satisfy.