Common use of Transfer or Re-sale Clause in Contracts

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

Transfer or Re-sale. The Buyer understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (1d) the Securities are sold pursuant to Rule 144, or (1) and the Securities are sold pursuant Buyer shall have delivered to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”)Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Such Buyer understands that (1i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has have not been and is are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the such Buyer shall have delivered to the Company, at the cost of the Buyer, Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (1d) the Securities are sold pursuant to Rule 144, or (1) and such Buyer shall have delivered to the Securities are sold pursuant to Regulation S under 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 1933 Act (or a successor rule) (“Regulation S”)Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a bona fide bonafide margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company (“Standard Liquidated Damages Amount”). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

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

Transfer or Re-sale. The Buyer Purchaser understands that (1i) the sale or re-sale of the Securities Shares has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Share may not be transferred unless (1a) the Securities Shares are sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer Purchaser shall have delivered to the Company, at the cost of the BuyerPurchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Shares to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall may be accepted by the CompanyCompany in its reasonable discretion, (1c) the Securities Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer Purchaser who agrees to sell or otherwise transfer the Securities Shares only in accordance with this Section 2(f3.2(h) and who is an Accredited Investor, or (1d) the Securities Shares are sold pursuant to Rule 144, 144 or (1) 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, 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 Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Shares under circumstances in which the seller selling Purchaser (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Buyer understands that (1) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, or (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the BuyerCompany, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1) the Securities are sold pursuant to Rule 144, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 , within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

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

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

Transfer or Re-sale. The Buyer understands that (1) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1) in the case of subparagraphs (c), (d) and (e) below, the Buyer Company shall have delivered to the Company, at the cost of the Buyer, receive an opinion of counsel that shall be in form, . substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1) the Securities are arc sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1) the Securities are sold pursuant to Rule 144, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Company shall receive an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall he accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. In the event that the Company does not accept the opinion of counsel with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S. within five (5) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("Standard Liquidated Damages Amount"). If the Company elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Notes) at the time of payment.

Transfer or Re-sale. The Buyer understands that (1i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably satisfactory to the Company) to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, registration (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) 2.6 and who is an Accredited Investor, Investor or (1d) the Securities are sold pursuant to Rule 144, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under exempxxxx xxxer the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Buyer understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the BuyerCompany, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1) the Securities are sold pursuant to Rule 144144 or other applicable exemption, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

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

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

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

Transfer or Re-sale. The Buyer Fusion 3 understands that (1) the sale or re-sale of the Securities RGBL common stock has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities they are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer Fusion 3 shall have delivered to the Company, at the cost of the Buyer, RGBL an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities RGBL common stock to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities RGBL common stock 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 Buyer Fusion 3 who agrees to sell or otherwise transfer the Securities RGBL common stock only in accordance with this Section 2(f1(b)(vi) and who is an Accredited Investor, (1d) the Securities RGBL common stock are sold pursuant to Rule 144, or (1e) the Securities RGBL common stock are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Fusion 3 shall have delivered to RGBL 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 RGBL; (ii) any sale of such Securities RGBL common stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities RGBL common stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company RGBL nor any other person is under any obligation to register such Securities RGBL common stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities RGBL common stock may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement.

Transfer or Re-sale. The Buyer Global 2.0 understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer Global 2.0 shall have delivered to the CompanyXxxxxx, at the cost of the BuyerGlobal 2.0, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the CompanyXxxxxx, (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”") of the Buyer Xxxxxx who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1d) the Securities are sold pursuant to Rule 144, or (1e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and Global 2.0 shall have delivered to Xxxxxx, at the cost of Global 2.0, 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 Xxxxxx; (i) Xxxxxx may make a dividend distribution, pro rata, to its shareholders; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller Global Seafood International (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Xxxxxx nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Such Buyer understands that (1i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has have not been and is are not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the such Buyer shall have delivered to the Company, at the cost of the Buyer, Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule "RULE 144”")) of the such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (1d) the Securities are sold pursuant to Rule 144, or (1) and such Buyer shall have delivered to the Securities are sold pursuant to Regulation S under 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 1933 Act (or a successor rule) (“Regulation S”)Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or 1930 Xxx xx the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, subject to applicable law, the Securities may be pledged as collateral in connection with a bona fide BONA FIDE margin account or other lending arrangement. In the event that the Company does not accept an opinion of counsel provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

Transfer or Re-sale. The Buyer Investor understands that (1i) the sale or re-sale of the Securities Promissory Note and the Conversion Shares (the “Securities”) has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer Investor shall have delivered to the Company, at the cost of the BuyerCompany, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, or (1d) the Securities are sold pursuant to Rule 144, or (1) and the Securities are sold pursuant Investor shall have delivered to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”)Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Buyer Each CJC Shareholder acknowledges and understands that (1i) the sale or re-sale of the Securities Exchange Consideration (as hereinafter defined) has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Exchange Consideration may not be transferred unless (1a) the Securities are Exchange Consideration is sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer applicable CJC Shareholder shall have delivered to the CompanyAxiom, at the cost of the Buyerapplicable CJC Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Exchange Consideration to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the CompanyAxiom, (1c) the Securities are Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Securities Act (or a successor rule) (“Rule 144”)) of the Buyer applicable CJC Shareholder who agrees to sell or otherwise transfer the Securities Exchange Consideration only in accordance with this Section 2(f) and who is an Accredited Investor, (1d) the Securities are Exchange Consideration is sold pursuant to Rule 144, or (1e) the Securities are Exchange Consideration is sold pursuant to Regulation S under the 1933 Securities Act (or a successor rule) (“Regulation S”), and the applicable CJC Shareholder shall have delivered to Axiom, at the cost of the applicable CJC Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by Axiom; (ii) any sale of such Securities Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Exchange Consideration under circumstances in which the seller (or the person Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company Axiom nor any other person Person is under any obligation to register such Securities Exchange Consideration under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer or Re-sale. The Buyer Each Holder understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer Holder shall have delivered to the Company, at the cost of the BuyerCompany, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited InvestorHolder, or (1d) the Securities are sold pursuant to Rule 144, or (1) and the Securities are sold pursuant Holder shall have delivered to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”)Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Buyer understands that (1i) the sale or --------------------- re-sale of the Securities shares of Common Stock has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities shares of Common Stock may not be transferred unless (1a) the Securities shares of Common Stock are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities shares of Common Stock to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities shares of Common Stock are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities shares of Common Stock only in accordance with this Section 2(f) and who is an Accredited Investor, or (1d) the Securities shares of Common Stock are sold pursuant to Rule 144, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities shares of Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities shares of Common Stock under circumstances in which the seller Company (or the person through whom the sale is made) may be deemed to be an underwriter Buyer (as that term is defined in Section 2(11) of the 0000 Xxx1933 Act) may require compliance with comxxxxxxx xith some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities shares of Common Stock under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case)thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities shares of Common Stock may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

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

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

Transfer or Re-sale. The Buyer understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, Company an acceptable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f2(t) and who is an Accredited Investor, (1d) the Securities are sold pursuant to Rule 144, or (1e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the Company an acceptable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as \as collateral in connection with a bona fide margin account or other lending arrangement.

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

Transfer or Re-sale. The Buyer understands that (1i) the sale or re-sale re­sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel reasonably acceptable to the Company, that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1d) the Securities are sold pursuant to Rule 144, or (1e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel reasonably acceptable to the Company, that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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 Buyer understands that (1i) except as provided in the Registration Rights Agreement, the sale or re-sale of the Securities has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (1a) the Securities are sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, Company an opinion of counsel that (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions transactions) to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) 3.5 and who is an Accredited Investor, Buyer or (1d) the Securities are sold pursuant to Rule 144, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. In connection with any sale of Registrable Securities by the Buyer pursuant to clause (a) above, the Buyer agrees to sell all such securities in compliance with applicable prospectus delivery requirements.

Transfer or Re-sale. The Buyer understands that (1i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (1) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the BuyerCompany, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (1) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (1) the Securities are sold pursuant to Rule 144144 or other applicable exemption, or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Note per trading day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

Transfer or Re-sale. The Buyer Such Purchaser understands that (1i) the sale or re-sale of the Securities Shares has not been and is not being registered under the 1933 Securities Act or any applicable state securities laws, and the Securities Shares may not be transferred unless (1a) the Securities Shares are sold pursuant to an effective registration statement under the 1933 Securities Act, (1b) in the case of subparagraphs (c), (d) and (e) below, the Buyer such Purchaser shall have delivered to the Company, at the cost of the Buyersuch Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities Shares to be sold or transferred may be sold, sold or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall may be accepted by the CompanyCompany in its reasonable discretion, (1c) the Securities Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer such Purchaser who agrees to sell or otherwise transfer the Securities Shares only in accordance with this Section 2(f3.2(h) and who is an Accredited Investor, or (1d) the Securities Shares are sold pursuant to Rule 144, 144 or (1) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and such Purchaser shall have delivered to the Company, at the cost of such Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion may be accepted by the Company in its reasonable discretion; (ii) any sale of such Securities Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities Shares under circumstances in which the seller selling Purchaser (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 XxxSecurities Act) may require compliance with some other exemption under the 1933 Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities Shares under the 1933 Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). 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.