Common use of Transfer or Re-sale Clause in Contracts

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the uxxxx xxx 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bonafide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the unxxx xxx 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale ------------------- of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance coxxxxxxxx with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Company understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Equity Consideration has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities Equity Consideration may not be transferred unless (a) the Securities Equity Consideration are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Company shall have delivered to the Company Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Equity Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the CompanyBuyer, (c) the Securities Equity Consideration are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorCompany, or (d) the Securities Equity Consideration are sold pursuant to Rule 144, or (e) the Equity Consideration are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and such Buyer the Company shall have delivered to the Company Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the CompanyBuyer; (ii) any sale of such Securities Equity Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities Equity Consideration 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Buyer nor any other person is under any obligation to register such Securities Equity Consideration under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities Equity Consideration may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentcollateral.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such the Buyer shall have delivered to the Company Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 0000 Xxx or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i1) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b1) such in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold sold, or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (c1) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144")”) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d1) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered or (1) the Securities are sold pursuant to Regulation S under the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such the Buyer shall have delivered to the Company Company, at the cost of the Company, not to exceed $750 per opinion, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such the Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as otherwise provided herein, neither the Company nor any other person is under any obligation to register such the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an unreasonably rejects the opinion of counsel provided by such the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent One Thousand Dollars (3%$1,000) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial monthsday, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time price of payment$0.25 per share, subject to adjustment for stock splits and similar transactions.

Transfer or Re-sale. Such Buyer Each of the Acquired Companies Shareholders understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Exchange Consideration has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Exchange Consideration may not be transferred unless (a) the Securities are Exchange Consideration is sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the Acquired Companies Shareholders shall have delivered to Corrective Biotechnologies, at the Company cost of the Acquired Companies Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the CompanyCorrective Biotechnologies, (c) the Securities are Exchange Consideration is sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Securities Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer the Acquired Companies Shareholders who agrees agree to sell or otherwise transfer the Securities Exchange Consideration only in accordance with this Section 2(f) and who is are an Accredited Investor, or (d) the Securities are Exchange Consideration is sold pursuant to Rule 144, and such Buyer the Acquired Companies Shareholders shall have delivered to Corrective Biotechnologies, at the Company cost of the Acquired Companies Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the CompanyCorrective Biotechnologies; (ii) any sale of such Securities Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities Exchange Consideration 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Corrective Biotechnologies nor any other person is under any obligation to register such Securities Exchange Consideration under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities Exchange Consideration may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Holder understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Holder shall have delivered to the Company an opinion of counsel that shall be counsel, in form, substance and scope customary for opinions of counsel in comparable transactions transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act 1000 Xxx or the rules and regulations of the SEC thereunder; (iii) in the case of any purported transfer or sale of the Securities pursuant to Rule 144(k) within two years following the Closing Date, Holder shall be required to deliver an opinion of counsel to the effect that the Securities may be transferred or sold without registration or restriction (including without limitation as to volume) pursuant to the provisions of Rule 144(k); and (iiiiv) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144144 or Regulation S, and provided that such opinion is correct in form and substance, deemed proper by the Company’s securities counsel within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company, subject to reimbursement by the Company not to exceed $500, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (Act, or a successor rule) ("RULE rule to Rule 144")) , of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorInvestor , or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the Act. Regulation S, or any applicable successor rule, and such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, the cost of which shall be subject to reimbursement by the Company not to exceed $500, and which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In arrangement secured by the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144Securities, and such opinion is correct in form and substancepledge of Securities shall not be deemed to be a transfer, within three (3) business days of delivery sale or assignment of the opinion Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company, the Company shall pay pursuant to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash this Agreement or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentotherwise.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 xxx 0000 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the xxxxx xxe 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act thx 0000 Xct or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144144 or other applicable exemption, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer Note per month trading day plus accrued and unpaid interest on the NotesNote, prorated for partial months, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company Buyer elects to pay be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

Transfer or Re-sale. Such Buyer Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Shares may not be transferred unless (a) the Securities Shares are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer Purchaser shall have delivered to the Company Company, at the cost of such Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall may be accepted by the CompanyCompany in its reasonable discretion, (c) the Securities Shares are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer Purchaser who agrees to sell or otherwise transfer the Securities Shares only in accordance with this Section 2(f3.2(h) and who is an Accredited Investor, or (d) the Securities Shares are sold pursuant to Rule 144144 or Regulation S, and such Buyer Purchaser shall have delivered to the Company Company, at the cost of such Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall may be accepted by the CompanyCompany in its reasonable discretion; (ii) any sale of such Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Shares under circumstances in which the seller selling Purchaser (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company shall receive an opinion of counsel reasonably acceptable to the Company that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three five (35) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNTStandard Liquidated Damages Amount"). If the Company elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Shares has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Share may not be transferred unless (a) the Securities Shares are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the Purchaser shall have delivered to the Company Company, at the cost of the Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall may be accepted by the CompanyCompany in its reasonable discretion, (c) the Securities Shares are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Purchaser who agrees to sell or otherwise transfer the Securities Shares only in accordance with this Section 2(f3.2(h) and who is an Accredited Investor, or (d) the Securities Shares are sold pursuant to Rule 144144 or Regulation S, and such Buyer the Purchaser shall have delivered to the Company Company, at the cost of the Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall may be accepted by the CompanyCompany in its reasonable discretion; (ii) any sale of such Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Shares under circumstances in which the seller selling Purchaser (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by reasonably acceptable to the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144")”) of such Buyer the Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”) and such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance reasonably acceptable to the Company relating to such Regulation S; and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule and further, if said such Rule is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144144 or other applicable exemption, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such the Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three five percent (35%) of the outstanding amount of the Notes held by such Buyer Note per month day plus accrued and unpaid interest on the NotesNote, prorated for partial months, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

Transfer or Re-sale. Such Buyer Each CJC Shareholder acknowledges and understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Exchange Consideration (as hereinafter defined) has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Exchange Consideration may not be transferred unless (a) the Securities are Exchange Consideration is sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the applicable CJC Shareholder shall have delivered to Axiom, at the Company cost of the applicable CJC Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the CompanyAxiom, (c) the Securities are Exchange Consideration is sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Securities Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer the applicable CJC Shareholder who agrees to sell or otherwise transfer the Securities Exchange Consideration only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are Exchange Consideration is sold pursuant to Rule 144, or (e) the Exchange Consideration is sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and such Buyer the applicable CJC Shareholder shall have delivered to Axiom, at the Company cost of the applicable CJC Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the CompanyAxiom; (ii) any sale of such Securities Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Exchange Consideration 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Axiom nor any other person Person is under any obligation to register such Securities Exchange Consideration under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities Exchange Consideration may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by reasonably acceptable to the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such Buyer the Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S") and such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by reasonably acceptable to the CompanyCompany relating to such Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule and further, if said such Rule is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("REGULATION S"), and such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company Buyer elects to pay be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or 1930 Xxx xx the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 xxx 0000 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an acceptable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f2(t) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and such the Buyer shall have delivered to the Company an acceptable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as \as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Investor understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Promissory Note and the Conversion Shares (the “Securities”) has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the Investor shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer the Investor shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Holder understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Holder shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer the Holder shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, 144 within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer the Holder liquidated damages of three percent (3%) per month of the outstanding amount stated value of the Notes held by such Buyer per month Preferred Shares plus accrued and unpaid interest dividends on the Notes, prorated for partial monthsPreferred Shares, in cash or shares at the option of the Company Holder ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company Holder elects to pay be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer Xxxxxxx understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities KORE Shares have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities KORE Shares may not be transferred unless (a) the Securities KORE Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer If requested by KORE, Xxxxxxx shall have delivered to KORE, at the Company cost of Novonix, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities KORE Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities KORE Shares are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer Xxxxxxx who agrees to sell or otherwise transfer the Securities KORE Shares only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities KORE Shares are sold pursuant to Rule 144144 or other applicable exemption, or (e) the KORE Shares are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer Xxxxxxx shall have delivered to KORE, at the Company cost of KORE, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities KORE Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities KORE Shares 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 EXECUTION COP|Y the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as set forth in the Shareholders Rights Agreement, neither the Company KORE nor any other person is under any obligation to register such Securities KORE Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities KORE Shares may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In arrangement secured by the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144KORE Shares, and such opinion is correct in form and substancepledge of KORE Shares shall not be deemed to be a transfer, within three (3) business days of delivery sale or assignment of the opinion to the CompanyKORE Shares hereunder, the Company shall pay to and Xxxxxxx in effecting such Buyer liquidated damages of three percent (3%) pledge of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares KORE Shares shall be issued at the Conversion Price at the time of paymentnot required to provide KORE with any notice thereof or otherwise make any delivery to KORE pursuant to this Agreement or otherwise.

Transfer or Re-sale. Such The Buyer understands that (i) except as ------------------- provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions reasonably satisfactory to the Company) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.---- ----

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act thx 0000 Xct or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that that: (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be are sold or transferred may in compliance with certain provisions of the Company's Articles of Incorporation as amended (the "Articles") relating to Company's election to be sold or transferred pursuant to an exemption from such registrationtaxed as a Real Estate Investment Trust (a "REIT") under the rules and regulations of the Internal Revenue Code of 1986, as amended (the "Code") as described more fully in the Company's registration statement on Form S-3, which opinion shall be accepted by does not register the Companysale of the Preferred Shares to the Buyer, originally filed under Rule 415 of the 1933 Act with the SEC on April 1, 1999 (Registration No. 333-75473) (as amended, the "Registration Statement") under the section titled "DESCRIPTION OF CAPITAL STOCK - Repurchase of Shares and Restrictions on Transfer," (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f2(F) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company144 if available; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person is under any further obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)) . Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance coxxxxxxxx with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale resale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by reasonably acceptable to the Company, or (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act (collectively, “Rule 144”) may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In arrangement secured by the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144Securities, and such opinion is correct in form and substancepledge of Securities shall not be deemed to be a transfer, within three (3) business days of delivery sale or assignment of the opinion Securities hereunder, and such Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company, the Company shall pay pursuant to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash this Agreement or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentotherwise.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company Buyer elects to pay be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer The Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by reasonably acceptable to the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144")”) of such Buyer the Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”) and such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by reasonably acceptable to the CompanyCompany relating to such Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule and further, if said such Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registrationSPA - NGTF, such as Rule 144Tl, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.2017-03-16

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the “Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentAmount”).

Transfer or Re-sale. Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (aA) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (bAct,(B) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary reasonably acceptable to counsel for opinions of counsel in comparable transactions Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (cC) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (dInvestor,(D) the Securities are sold pursuant to Rule 144, or (E) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary reasonably acceptable to counsel for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In Buyer agrees that Buyer shall not liquidate, during any single calendar month, more than the event that the Company does not accept an opinion lesser of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3i) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three ten percent (310%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common StockStock converted pursuant to the Note, such shares shall be issued at or (ii) twenty-five percent (25%) of the Conversion Price at average of the time previous ninety (90) trading days volume of paymentthe Common Stock as reported by Bloomberg (or other recognized and agreed market quoting service).

Transfer or Re-sale. Such The Buyer understands that that: (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be sold or transferred unless (aA)(1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, Act or (b2) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by registration under the Company, 1933 Act or any applicable state securities laws is available and (cB) the Securities are sold or transferred in compliance with certain provisions of the Company's Articles of Amendment and Restatement, as amended (the "Articles"), relating to an the Company's election to be organized and conduct its operations in a manner intended to qualify as a real estate investment trust (a "affiliate" REIT") under the rules and regulations of the Internal Revenue Code of 1986, as amended (the "Code"), as defined described in the Company's reports and filings available on the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EXXXX") system, including the Company's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 13, 2008; (ii) any sale of such Securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as provided in the Registration Rights Agreement, neither the Company nor any other person is under any further obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In arrangement to the event that extent such a pledge is in accordance with applicable laws, including the Company 1933 Act, and does not accept an opinion of counsel provided by such Buyer with respect affect the exemption from registration afforded to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, offer and such opinion is correct in form and substance, within three (3) business days of delivery sale of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentSecurities described herein.

Transfer or Re-sale. Such Buyer The Company understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have Equity Consideration has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities Equity Consideration may not be transferred unless (a) the Securities Equity Consideration are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Company shall have delivered to the Company Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Equity Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the CompanyBuyer, (c) the Securities Equity Consideration are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorCompany, or (d) the Securities Equity Consideration are sold pursuant to Rule 144, or (e) the Equity Consideration are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer the Company shall have delivered to the Company Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the CompanyBuyer; (ii) any sale of such Securities Equity Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities Equity Consideration 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Buyer nor any other person is under any obligation to register such Securities Equity Consideration under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities Equity Consideration may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentcollateral.

Transfer or Re-sale. Such Buyer Each Holder understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the Holder shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorHolder, or (d) the Securities are sold pursuant to Rule 144, and such Buyer the Holder shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such Buyer Each Holder understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such Buyer the Holder shall have delivered to the Company Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorHolder, or (d) the Securities are sold pursuant to Rule 144, and such Buyer the Holder shall have delivered to the Company Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144"”)) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Buyer the Company shall have delivered to the Company received an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company Buyer ("STANDARD LIQUIDATED DAMAGES AMOUNT"“Standard Liquidated Damages Amount”). If the Company Buyer elects to pay be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) 3.5 and who is an Accredited Investor, Buyer or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In connection with any sale of Registrable Securities by the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three clause (3a) business days of delivery of the opinion to the Companyabove, the Company shall pay Buyer agrees to sell all such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, securities in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentcompliance with applicable prospectus delivery requirements.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or --------------------- re-sale of the Securities have shares of Common Stock has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities shares of Common Stock may not be transferred unless (a) the Securities shares of Common Stock are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities shares of Common Stock to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities shares of Common Stock are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities shares of Common Stock only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities shares of Common Stock are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities shares of Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities shares of Common Stock under circumstances in which the seller Company (or the person through whom the sale is made) may be deemed to be an underwriter Buyer (as that term is defined in Section 2(11) of the 0000 Xxx1933 Act) may require compliance with comxxxxxxx xith some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities shares of Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities shares of Common Stock may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that that: (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be are sold or transferred may in compliance with certain provisions of the Company's Articles of Incorporation as amended (the "Articles") relating to Company's election to be sold or transferred pursuant to an exemption from such registrationtaxed as a Real Estate Investment Trust (a "REIT") under the rules and regulations of the Internal Revenue Code of 1986, as amended (the "Code") as described more fully in the Company's registration statement on Form S-3, which opinion shall be accepted by does not register the Companysale of the Preferred Shares to the Buyer, originally filed under Rule 415 of the 1933 Act with the SEC on April 1, 1999 (Registration No. 333-75473) (as amended, the "Registration Statement") under the section titled "DESCRIPTION OF CAPITAL STOCK -- Repurchase of Shares and Restrictions on Transfer," (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f2(F) and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company144 if available; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other person is under any further obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)) . Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and none of the Securities may not be transferred unless (a) the Securities they are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities such securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such the Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, . substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are arc sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE Rule 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and such Buyer shall have delivered to the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be he accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an the opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, 144 or Regulation S. within three five (35) business days of delivery of the opinion to the Company, the Company shall pay to such the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNTStandard Liquidated Damages Amount"). If the Company elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Notes) at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, registration (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) 2.6 and who is an Accredited Investor, Investor or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 Xxx1933 Act) may require compliance with some other exemption under exempxxxx xxxer the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. Such The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (b) such the Buyer shall have delivered to the Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, registration or (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale 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 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding In connection with any sale of Registrable Securities by the foregoing or anything else contained herein Buyer pursuant to the contrary, subject to applicable lawclause (a) above, the Buyer agrees to sell all such Securities may be pledged as collateral in connection compliance with a BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, applicable prospectus delivery requirements and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of paymentall applicable laws.

Transfer or Re-sale. Such Buyer The Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities have has not been and are is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by reasonably acceptable to the Company, (c) the Securities are sold or transferred to an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE “Rule 144")”) of such Buyer the Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation Sxxxxx the 1933 Act (or a successor rule) (“Regulation S”) and such Buyer the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by reasonably acceptable to the CompanyCompany relating to such Regulation S; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule and further, if said such Rule is not applicable, any re-sale 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 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE bona fide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.