Common use of Restrictions on Transfer or Resale Clause in Contracts

Restrictions on Transfer or Resale. Buyer understands that: (i) the Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place appropriate restrictive legends on the certificates representing the Shares and to place stop transfer instructions against the Shares to the extent specifically set forth under this Agreement. Buyer acknowledges that there is not now, and there may never be, any market or resale for the Shares, nor can there be any assurance that the Shares will be freely transferable at any time in the foreseeable future. The representations and warranties made above shall survive the Closing Date.

Restrictions on Transfer or Resale. Buyer Such Purchaser understands that: (i) the Subject Securities (and the shares of Common Stock issuable upon conversion of the Preferred Shares and upon the exercise of the 2018 Warrant and the 2019) Warrant have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) in the case of certain Subject Securities, such Buyer Purchaser shall have delivered to the Company an opinion of counsel, in a generally form reasonably acceptable formto the Company, to the effect that such securities Subject Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; registration, or (iiC) any sale of such securities made in reliance on Purchaser provides the Company with reasonable assurance that such Subject Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Subject Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities the Subject Securities under circumstances in which the seller (or the person Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities the Subject Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place appropriate restrictive legends on the Such Purchaser acknowledges that any certificates or book-entry accounts representing the Shares and to place stop transfer instructions against the Shares to the extent specifically set forth under this Agreement. Buyer acknowledges that there is not now, and there may never be, any market or resale for the Shares, nor can there be any assurance that the Shares Subject Securities will be freely transferable at any time in the foreseeable future. The representations and warranties made above shall survive the Closing Datebear a legend describing such restrictions on transfer.

Restrictions on Transfer or Resale. Buyer Subject to the terms and conditions of the Registration Rights Agreement, the Investor understands and agrees that: (i) the Shares Securities have not been and are not being registered under the Securities 1933 Act or any state securities lawsother Securities Laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunderthereunder only pursuant to an effective registration statement under, or and in compliance with the requirements of, the 1933 Act, (B) such Buyer the Investor shall have delivered to the Company an opinion of counsel, in a generally acceptable formform and substance reasonably satisfactory to the Company’s transfer agent, to the effect that such securities Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; registration, or (iiC) any sale the Investor provides the Company with reasonable written assurance (in the form of seller and broker representation letters) that such securities made in reliance on Securities have been or are being sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act 1933 Act, as amended (or a successor rule thereto) (“Rule 144”), or can be sold without limitation pursuant to Rule 144 (whether or not subject to any current public information requirement thereunder); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 144, and further, if Rule 144 is not applicable, any resale of such securities the Securities under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or any other securities laws; (iii) other than pursuant to the rules and regulations of the SEC thereunder; and Registration Rights Agreement, neither the Company nor any other person Person is under any obligation to register such securities the Securities under the Securities 1933 Act or any state securities laws other Securities Laws. Notwithstanding the foregoing, the Company acknowledges and agrees that the Securities held by the Investor may be pledged by the Investor or its transferees (each, including the Investor, a “Covered Investor”) in connection with a bona fide margin account or bona fide financing agreement secured by the Securities. The pledge of Securities shall not be deemed to comply be a transfer, sale or assignment of the Securities hereunder, and no Covered Investor effecting any such pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the terms and conditions of Company pursuant to this Agreement or any exemption thereunderother Transaction Document. The Company reserves hereby agrees to execute and deliver such documentation as a pledgee of the right Securities may reasonably request in connection with a pledge of the Securities to place appropriate restrictive legends on the certificates representing the Shares and to place stop transfer instructions against the Shares to the extent specifically set forth under this Agreement. Buyer acknowledges that there is not now, and there may never be, any market or resale for the Shares, nor can there be any assurance that the Shares will be freely transferable at any time in the foreseeable future. The representations and warranties made above shall survive the Closing Datesuch pledgee by a Covered Investor.

Restrictions on Transfer or Resale. Buyer understands that: (i) the Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise set forth in this Agreement, neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Company reserves the right to place appropriate restrictive legends on the certificates representing the Shares and to place stop transfer instructions against the shares and certificates for the Conversion Shares and the Warrant Shares to the extent specifically set forth under this Agreement. Buyer acknowledges that there is not now, and there may never be, any market or resale for the Shares, nor can there be any assurance that the Shares will be freely transferable at any time in the foreseeable future. The representations and warranties made above shall survive the Closing Date.