Common use of Restrictions on Transfer and Resale Clause in Contracts

Restrictions on Transfer and Resale. Each Purchaser agrees that he shall not pledge, hypothecate, sell, transfer, assign or otherwise dispose of part or all of the Notes, the Warrants or the Underlying Shares until: (a) a registration statement under the Securities Act (or any other form appropriate for the purpose under the Securities Act or any form replacing any such form) with respect to the Notes, the Warrants or the Underlying Shares, as applicable, or any part thereof proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified in accordance with any other applicable securities law; or (b) all of the following shall occur: (i) the Purchaser shall have furnished the Company with a reasonably detailed explanation of the proposed disposition including, without limitation, the name of proposed purchaser, the purchase price and payment terms for the Notes, the Warrants or the Underlying Shares, as applicable; (ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of the Purchaser’s counsel in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer complies with applicable provisions of the Securities Act and any applicable blue sky laws and will not require registration of such Shares or any part thereof under the Securities Act or qualification of such Notes, the Warrants or the Underlying Shares, as applicable, or any part thereof under any other securities law, provided that the Company will not require such a legal opinion (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which the Purchaser distributes Notes, the Warrants or the Underlying to an Affiliate of the Purchaser for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 5.1.

Restrictions on Transfer and Resale. Each Purchaser (a) The undersigned agrees that he until the fourth anniversary of the date on which the Shares are originally issued to the undersigned pursuant to this Agreement, the undersigned shall not pledgenot, hypothecatedirectly or indirectly, sell, transferoffer to sell, assign contract to sell, grant any option to purchase, or otherwise transfer or dispose of part or all (collectively, "Transfer") any Shares purchased pursuant to this Agreement without the prior written consent of the NotesCompany (which may be withheld at its discretion and may be offered to some stockholders and not to others); provided, however, that, if the Company closes an initial public -------- ------- offering of Common Stock registered under the Securities Act of 1933, as amended (the "Act"), such restriction will in all events lapse with respect to one-third of such Shares on the first anniversary of the date of such closing and with respect to an additional one-third of such Shares on each of the second and third anniversaries of the date of such closing. The foregoing restriction on Transfer will not, however, restrict charitable gifts which in any 12-month period do not exceed 10% of the Shares originally purchased by the undersigned pursuant to this Agreement (provided that the donee agrees to be bound by such restrictions on Transfer by instrument satisfactory to the Company). For purposes of this Agreement, a Transfer of Shares will be deemed to include any transaction involving the sale or purchase of common stock of the Company or contracts relating to the purchase or sale thereof (such as "shorting against the box" or hedging or using derivative instruments) that is intended to eliminate or reduce the market risk of owning the Shares purchased by the undersigned pursuant to this Agreement. (b) The undersigned understands that the Shares have not been registered under the Act or any state or foreign securities laws, and that the Company has no obligation to register the Shares (except as contemplated by the Memorandum) or to assist in complying with any exemption from registration. Without limiting the restrictions provided for in Section 2(a) hereof, the Warrants or undersigned agrees not to Transfer any Shares in the Underlying Shares until: (a) a absence of an effective registration statement under the Securities Act (or any other form appropriate for an opinion of counsel satisfactory to the purpose Company that such Transfer does not require such registration under the Securities Act or any form replacing any such formand will not be in violation of applicable state securities laws. (c) The restrictions on Transfer with respect to the Notes, the Warrants or the Underlying Shares, as applicable, or Shares provided for in this Section 2 shall apply to any part thereof proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified securities issued in accordance with any other applicable securities law; or (b) all respect of the following shall occur: Shares (i) the Purchaser shall have furnished the Company with a reasonably detailed explanation by way of the proposed disposition includingstock split, without limitation, the name of proposed purchaser, the purchase price and payment terms for the Notes, the Warrants dividend or the Underlying Shares, as applicable; (ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of the Purchaser’s counsel in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer complies with applicable provisions of the Securities Act and any applicable blue sky laws and will not require registration of such Shares or any part thereof under the Securities Act or qualification of such Notes, the Warrants or the Underlying Shares, as applicable, or any part thereof under any other securities law, provided that the Company will not require such a legal opinion (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which the Purchaser distributes Notes, the Warrants or the Underlying to an Affiliate of the Purchaser for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 5.1otherwise).

Restrictions on Transfer and Resale. Each Purchaser agrees that he shall not pledge, hypothecate, sell, transfer, assign or otherwise dispose of part or all of the Notes, the Warrants Common Stock or the Underlying Shares until: (a) a registration statement under the Securities Act (or any other form appropriate for the purpose under the Securities Act or any form replacing any such form) with respect to the Notes, the Warrants Common Stock or the Underlying Shares, as applicable, or any part thereof proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified in accordance with any other applicable securities law; or (b) all of the following shall occur: (i) the Purchaser shall have furnished the Company with a reasonably detailed explanation of the proposed disposition including, without limitation, the name of proposed purchaser, the purchase price and payment terms for the Notes, the Warrants Common Stock or the Underlying Shares, as applicable; (ii) if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of the Purchaser’s counsel in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer complies with applicable provisions of the Securities Act and any applicable blue sky laws and will not require registration of such Shares or any part thereof under the Securities Act or qualification of such Notes, the Warrants Common Stock or the Underlying Shares, as applicable, or any part thereof under any other securities law, provided that the Company will not require such a legal opinion (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which the Purchaser distributes Notes, the Warrants Common Stock or the Underlying Shares to an Affiliate of the Purchaser for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 5.1.

Restrictions on Transfer and Resale. Each Such Purchaser agrees that he shall understands that: (i) the Common Stock Warrants, Common Stock Warrant Shares, Milestone Pre-Funded Warrants and Milestone Pre-Funded Warrant Shares have not pledge, hypothecate, sell, transfer, assign or otherwise dispose of part or all of the Notes, the Warrants or the Underlying Shares until: (a) a registration statement under the Securities Act (or any other form appropriate for the purpose been registered under the Securities Act or any form replacing any such form) with respect to the Notes, the Warrants U.S. state or the Underlying Shares, as applicable, or any part thereof proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified in accordance with any other applicable non-U.S. securities lawlaws; or (b) all of the following shall occur: (i) the Purchaser shall have furnished the Company with a reasonably detailed explanation of the proposed disposition including, without limitation, the name of proposed purchaser, the purchase price and payment terms for the Notes, the Warrants or the Underlying Shares, as applicable; (ii) such Purchaser agrees that if reasonably requested by it decides to offer, sell or otherwise transfer any of the Common Stock Warrants, Common Stock Warrant Shares, Milestone Pre-Funded Warrants or Milestone Pre-Funded Warrant Shares, such Securities may be offered, sold or otherwise transferred only: (A) pursuant to an effective registration statement under the Securities Act; (B) to the Company, ; (C) pursuant to offers and sales that occur in an “offshore transaction” within the Purchaser shall have furnished the Company with an opinion meaning of the Purchaser’s counsel in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to the effect that the proposed transfer complies with applicable provisions of Regulation S under the Securities Act and any applicable blue sky laws and will not require in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration of such Shares or any part thereof under the Securities Act or qualification of such Notesprovided by Rule 144 thereunder, the Warrants or the Underlying Shares, as applicablewhen available, or any part thereof under any other securities law, provided that the Company will not require such a legal opinion (x2) in any other transaction that does not require registration under the Securities Act. The Company acknowledges and agrees that the representations contained in compliance with Rule 144; this Section 3.2 shall not modify, amend or (y) affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any transaction other Transaction Document or any other document or instrument executed and/or delivered in which the Purchaser distributes Notes, the Warrants connection with this Agreement or the Underlying to an Affiliate consummation of the Purchaser transactions contemplated hereby. Notwithstanding the foregoing, for no consideration; provided that each transferee agrees the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in writing order to be subject to effect Short Sales or similar transactions in the terms of this Section 5.1future.