Common use of Transfer or Re-sale Clause in Contracts

Transfer or Re-sale. The Purchaser understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Share may not be transferred unless (a) the Shares are sold pursuant to an effective registration statement under the Securities Act, (b) the Purchaser shall have delivered to the 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 Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.2(h) and who is an Accredited Investor, or (d) the Shares are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion; (ii) any sale of such 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 Shares under circumstances in which the 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 Securities Act) may require compliance with some other exemption under the 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 Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1933 Xxx) may xxy require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser understands that (i) the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser shall have delivered to the Company, at the cost of the Purchaser, 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 Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may shall be accepted by reasonably acceptable to the Company in its reasonable discretionCompany, (c) the Shares 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 the Purchaser who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S, ") and the Purchaser shall have delivered to the Company, at the cost of the Purchaser, Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion may be accepted by reasonably acceptable to the Company in its reasonable discretionrelating to such Regulation S; (ii) any sale of such Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule 144 and further, if said such Rule 144 is not applicable, any re-sale of such Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in ------------------- the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. ---- ----

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of reasonably satisfactory to counsel in comparable transactions to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Such Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser understands that (i) the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser shall have delivered to the Company, at the cost of the Purchaser, 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 Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may shall be accepted by reasonably acceptable to the Company in its reasonable discretionCompany, (c) the Shares 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 the Purchaser who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S, ”) and the Purchaser shall have delivered to the Company, at the cost of the Purchaser, Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion may be accepted by reasonably acceptable to the Company in its reasonable discretionrelating to such Regulation S; (ii) any sale of such Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of said such Rule 144 and further, if said such Rule 144 is not applicable, any re-sale of such Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. SPA - NGTF, Tl, 2017-03-16

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-sale of the Shares Note has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Note or any portion thereof may not be transferred unless (a) the Shares are Note is sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the PurchaserBuyer, 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 Shares Note to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may shall be accepted by the Company in its reasonable discretionCompany, (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.2(h) and who Note is an Accredited Investor, or (d) the Shares are sold pursuant to Rule 144 144, or the Note is sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Purchaser Buyer shall have delivered to the Company, at the cost of the PurchaserBuyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion may shall be accepted by the Company in its reasonable discretionCompany; (ii) any sale of such Shares the Note 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 Shares the Note under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Note under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other exemption under the Securities Act 1000 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case)thereunder.

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser shall have delivered to the 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 Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, (c) the Securities are sold pursuant to Rule 144, or (d) the Shares Securities are sold pursuant to Rule 144 Regulation S under the 1933 Act (or a successor rule) (“Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion”); (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bonafide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance coxxxxxxxx with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Holder understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Holder shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Holder who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser understands Each Buyer agrees, and the Company acknowledges, that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h5(b) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, 144; and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; . Notwithstanding the foregoing or anything else contained herein to the contrary, in accordance with Section 4(l), the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. Any transfer or purported transfer of the Securities in violation of this Section 5(b) shall be voidable by the Company. The Company shall not register the transfer of any Securities in violation of this Section 5(b). The Company may, and (iii) neither may instruct any transfer agent of the Company, to place such stop transfer orders as may be required on the transfer books of the Company nor any other person is under any obligation in order to register such Shares under the Securities Act or any state securities laws or to comply ensure compliance with the terms and conditions of any exemption thereunder (in each casethis Section 5(b).

Transfer or Re-sale. The Purchaser Buyer understands that (i) except ------------------- as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. ---- ----

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other exemption under the Securities Act 1000 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other exemption under the Securities txx 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as ------------------- provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. ---- ----

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred or resold unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of reasonably satisfactory to counsel in comparable transactions to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, 144; and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither . Notwithstanding the Company nor any other person is under any obligation foregoing or anything else contained herein to register such Shares under the contrary, the Securities Act may be pledged as collateral in connection with a BONA FIDE margin account or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case)other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred or resold unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of reasonably satisfactory to counsel in comparable transactions to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, 144; and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither . Notwithstanding the Company nor any other person is under any obligation foregoing or anything else contained herein to register such Shares under the contrary, the Securities Act may be pledged as collateral in connection with a BONA FIDE margin account or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case)other lending arrangement.

Transfer or Re-sale. The Purchaser Such Buyer understands that (i) the sale or re-sale resale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser such Buyer shall have delivered to the Company, at the cost of the PurchaserCompany, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may shall be accepted by reasonably acceptable to the Company in its reasonable discretionCompany, or (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.2(h) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S144, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion; (ii) any sale of such Shares 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 144 and further, if said Rule 144 is not applicable, any re-sale of such Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the 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 pursuant to this Agreement or otherwise.

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and none of the Share Securities may not be transferred unless (a) the Shares they are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares such securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares the 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in each case)connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) except as ------------------- provided in the Registration Rights Agreement, the sale or re-sale of the Shares Securities has not been and is not being registered under the Securities 1933 Act or any applicable state securities laws, and the Share Securities may not be transferred unless (a) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (b) the Purchaser Buyer shall have delivered to the Company, at the cost of the Purchaser, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Shares 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 the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 3.2(h2(f) and who is an Accredited Investor, Investor or (d) the Shares Securities are sold pursuant to Rule 144 or Regulation S, and the Purchaser shall have delivered to the 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 may be accepted by the Company in its reasonable discretion144; (ii) any sale of such Shares 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 Shares Securities under circumstances in which the selling Purchaser seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 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 Shares Securities under the Securities 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, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. ---- ----