Common use of Status of New Securities; Limitations on Transfer and Other Restrictions Clause in Contracts

Status of New Securities; Limitations on Transfer and Other Restrictions. The Purchaser hereby acknowledges and agrees with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear a legend to that effect. The Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities or the Conversion Shares, other than (i) pursuant to a Registration Rights Agreement, (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, (iv) any such arrangements with an Affiliate of the Purchaser or (v) with the prior written consent of the Company.

Status of New Securities; Limitations on Transfer and Other Restrictions. The Purchaser Each of the Purchasers hereby acknowledges acknowledge and agrees agree with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear a legend legends to that effect. The Purchaser Each of the Purchasers further agrees agree that it has they have not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities or the Conversion SharesSecurities, other than (i) pursuant to a Registration Rights Agreement, (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, or (iv) any such arrangements with an Affiliate of the Purchaser or (v) with the prior written consent of the Company.

Status of New Securities; Limitations on Transfer and Other Restrictions. The Purchaser Each of the Purchasers hereby acknowledges acknowledge and agrees agree with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear a legend legends to that effect. The Purchaser Each of the Purchasers further agrees agree that it has they have not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities or the Conversion SharesSecurities, other than (i) pursuant to a the Registration Rights Agreement, (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, or (iv) any such arrangements with an Affiliate of the Purchaser or (v) with the prior written consent of the Company.

Status of New Securities; Limitations on Transfer and Other Restrictions. The Purchaser hereby acknowledges and agrees with the Company that the New Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to registration under, or to an exemption from, from the registration requirements of the Securities Act and that the certificates evidencing the New Securities will bear a legend to that effect. The Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the New Securities or the Conversion Shares, other than (i) pursuant to a Registration Rights Agreement between the parties substantially on the terms set forth in Exhibit B (the "Registration Rights Agreement"), (ii) pursuant to Rule 144 under the Securities Act, (iii) pursuant to any transaction that does not require registration under the Securities Act, (iv) any such arrangements with an Affiliate of the Purchaser or (v) with the prior written consent of the Company.