Common use of Transfer or Re-sale Clause in Contracts

Transfer or Re-sale. The Purchaser understands that 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 Shares may not be transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule)) (“Rule "RULE 144”)") of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule "RULE 144”)") of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation S”). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Buyer, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangement.form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

Transfer or Re-sale. The Purchaser Buyer understands that 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 Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (ii) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation "REGULATION S”"), and the 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. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation "REGULATION S”"). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany 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 Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.Company;

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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation S”). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Company, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangement.form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation S”). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Buyer, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangement.form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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) 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f8(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, or ; and (vii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 the sale or re-sale of the Conversion Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Conversion Shares may not be transferred unless (i) the Conversion Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f) and who is a non-US person, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 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 Act or any applicable state securities laws, and the Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f) and who is a non-US personan Accredited Purchaser, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, or ; and (vii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 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 Act or any applicable state securities laws, and the Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f) 2.9 and who is a non-US personan Accredited Purchaser, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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) 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144 or Rule 144, ; and (ii) any sale of such Securities made in reliance on Rule 144 or (v) Rule 144 may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Creditor understands that the sale or re-sale of the Common Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Common Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser Creditor 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 Common Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Common Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser Creditor who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Common Shares are sold pursuant to Rule 144, or (v) the Common Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Common Shares 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) 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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144144 or other applicable exemption, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation S”). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Company, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangement.form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule RULE 144”)) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement.. ex101form8k042007.htm

Transfer or Re-sale. The Purchaser Buyer understands that 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 Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (ii) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“"Regulation S”"). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, or ; and (vii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 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 Act or any applicable state securities laws, and the Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2.2(i) and who is a non-US personan Accredited Investor, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation "REGULATION S”"), and the 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. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser understands that 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 Shares may not be transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) 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 Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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) 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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser Buyer shall have delivered to the Company Company, 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein , and Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Company, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangementform, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company.

Transfer or Re-sale. The Purchaser Buyer understands that (i) the sale or re-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 Shares Securities may not be transferred unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to accepted by the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(f) and who is a non-US personan Accredited Investor, (ivd) the Shares Securities are sold pursuant to Rule 144, or (ve) the Shares Securities are sold pursuant to Regulation S under the Securities 1933 Act (or a successor rule) (“"Regulation S”"). Notwithstanding , and the foregoing or anything else contained herein Buyer shall have delivered to the contraryCompany, at the Shares may cost of the Buyer, an opinion of counsel that shall be pledged as collateral in connection with a bona fide margin account or other lending arrangement.form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule RULE 144”)) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Purchaser Buyer understands that 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 Act or any applicable state securities laws, and the Shares Securities may not be transferred unless (i) the Shares Securities are sold pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser 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 Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule "RULE 144”")) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, (iv) the Shares Securities are sold pursuant to Rule 144, or (v) the Shares Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation "REGULATION S”"). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule RULE 144”)) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Securities only in accordance with this Section 2.2(f2(f) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144, 144 or Rule 144(k); and (vii) any sale of such Securities made in reliance on Rule 144 or Rule 144(k) may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Securities may be pledged as collateral in connection with a bona fide 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 Shares Securities may not be transferred or resold unless (ia) the Shares Securities are sold pursuant to an effective registration statement under the Securities 1933 Act, (iib) the Purchaser 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 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 shall be reasonably acceptable to the Company, (iiic) the Shares Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 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 2.2(f2(e) and who is a non-US personan Accredited Investor, or (ivd) the Shares Securities are sold pursuant to Rule 144 or Rule 144, ; and (ii) any sale of such Securities made in reliance on Rule 144 or (v) Rule 144 may be made only in accordance with the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”)terms of said Rule. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares 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) 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 Shares Note may not be transferred unless (ia) the Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser 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 Shares Note to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, registration requirements of the 1933 Act; or (iiib) the Shares are Note is sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the Securities 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the Purchaser Buyer who agrees to sell or otherwise transfer the Shares Note only in accordance with this Section 2.2(f2(b) and who is a non-US person, an Accredited Investor under the 1933 Act; or (ivc) the Shares are Note is sold pursuant to Rule 144, or 144(k); and (vii) neither the Shares are sold pursuant Company nor any other person is under any obligation to Regulation S register the Note under the Securities 1933 Act (or a successor rule) (“Regulation S”)any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.