Common use of Restrictions and Legends Clause in Contracts

Restrictions and Legends. None of the shares of the Securities shall be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of unless one of the following events shall have occurred: (i) such securities are disposed of pursuant to and in conformity with an effective registration statement filed with the SEC pursuant to the Securities Act or pursuant to Rule 144 of the SEC thereunder; or (ii) the seller shall have delivered to the Company a written opinion by counsel which is reasonably acceptable to the Company to the effect that the proposed transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. The Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS SET FORTH HEREIN.”

Restrictions and Legends. None The Shares have not been registered under the Act and may not be offered or sold in the United States unless registered or an exemption from registration is available. Resales of any of the shares Shares by Subscriber must be made in accordance with Regulation S, the registration requirements of the Securities shall be sold, transferred, assigned, pledged, hypothecated Act or otherwise disposed of unless one an exemption therefrom. The offer and issue of the following events shall have occurred: (i) such securities are disposed Shares to Subscriber is not made to a U.S. person or for the account or benefit of a U.S. person. Company is required to refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to and in conformity with an effective registration statement filed with under the SEC pursuant to the Securities Act Act, or pursuant to Rule 144 an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the SEC thereunder; or (ii) the seller shall have delivered to the Company Shares will bear a written opinion by counsel which is reasonably acceptable to the Company to the effect that the proposed transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. The Purchaser understands that the Securities, and any securities issued legend in respect thereof or exchange therefor, may bear substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOREGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN CONNECTION WITHTHE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE ACT, OR PURSUANT TO AN OPINION OF COUNSEL AVAILABLE EXEMPTION FROM, OR IN A FORM SATISFACTORY TO TRANSACTION NOT SUBJECT TO, THE COMPANY THAT SUCH REGISTRATION IS REQUIREMENTS OF THE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT REQUIRED BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT OF 1933ACT. If Subscriber confirms the accuracy of its representations in Section III.C.2 above, AS AMENDED, EXCEPT AS SET FORTH HEREINany Common Shares issued to Subscriber more than 40 days after the Effective Date shall be issued as DWAC Shares.”

Restrictions and Legends. None The Note has not been registered under the Act and may not be offered or sold in the United States unless registered or an exemption from registration is available. Resales of any of the shares Note by Subscriber must be made in accordance with Regulation S, the registration requirements of the Securities shall be sold, transferred, assigned, pledged, hypothecated Act or otherwise disposed of unless one an exemption therefrom. The offer and issue of the following events shall have occurred: (i) such securities are disposed Note to Subscriber is not made to a U.S. person or for the account or benefit of a U.S. person. Company is required to refuse to register any transfer of the Note not made in accordance with the provisions of Regulation S, pursuant to and in conformity with an effective registration statement filed with under the SEC pursuant to the Securities Act Act, or pursuant to Rule 144 of an available exemption from registration. Upon the SEC thereunder; or (ii) the seller shall have delivered to the Company a written opinion by counsel which is reasonably acceptable to the Company to the effect that the proposed transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. The Purchaser understands that the Securitiesissuance thereof, and any only until such time as the same is no longer required under the applicable securities issued laws and regulations, the certificates representing the Note will bear a legend in respect thereof or exchange therefor, may bear substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOREGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN CONNECTION WITHTHE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS UNDER THE ACT, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE ACT, OR PURSUANT TO AN OPINION OF COUNSEL AVAILABLE EXEMPTION FROM, OR IN A FORM SATISFACTORY TO TRANSACTION NOT SUBJECT TO, THE COMPANY THAT SUCH REGISTRATION IS REQUIREMENTS OF THE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT REQUIRED BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATIONS UNDER THE SECURITIES ACT OF 1933ACT. If Subscriber confirms the accuracy of its representations in Section III.C.2 above, AS AMENDED, EXCEPT AS SET FORTH HEREINany Common Shares issued to Subscriber more than 40 days after the Effective Date shall be issued as DWAC Shares.”