Common use of Different Denominations Clause in Contracts

Different Denominations. This Note has not been registered under the Securities Act, or the securities laws of any state or other jurisdiction. Neither this Note nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of (a “Transfer”) in the absence of registration under the Securities Act and any applicable state securities laws, or unless (i) such transaction is exempt from, or not subject to, registration under the Securities Act or the securities laws of any state or other jurisdiction and (ii) is made in compliance with applicable federal and state statutory resale restrictions, if any. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations (provided that the minimum denomination shall be $10,000), as requested by the Holder surrendering the same. No service charge or other cost will be payable by the Holder for such registration of transfer or exchange. ▇▇▇▇▇▇ further agrees only to Transfer this Note, or any portion thereof or interest therein, only (a) to an affiliate of the Holder, (b) to a Person it reasonably believes to be an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, or (c) pursuant to a transaction in compliance with Rule 144 or Rule 144A under the Securities Act. Further, the Holder agrees that it shall not, prior to January 27, 2019, to its knowledge, Transfer all or any portion of this Note or any of the Conversion Shares to any other person or entity, which person or entity is either (i) the beneficial holder of more than 4.9% of the Common Stock of the Company or (ii) would become, by reason of such transfer, the beneficial holder of more than 4.9% of the Common Stock of the Company.

Different Denominations. This Note has not been registered under the Securities Act, or the securities laws of any state or other jurisdiction. Neither this Note nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of (a “Transfer”) in the absence of registration under the Securities Act and any applicable state securities laws, or unless (i) such transaction is exempt from, or not subject to, registration under the Securities Act or the securities laws of any state or other jurisdiction and (ii) is made in compliance with applicable federal and state statutory resale restrictions, if any. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations (provided that the minimum denomination shall be $10,000), as requested by the Holder surrendering the same. No service charge or other cost will be payable by the Holder for such registration of transfer or exchange. ▇H▇▇▇▇▇ further agrees only to Transfer this Note, or any portion thereof or interest therein, only (a) to an affiliate of the Holder, (b) to a Person it reasonably believes to be an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, or (c) pursuant to a transaction in compliance with Rule 144 or Rule 144A under the Securities Act. Further, the Holder agrees that it shall not, prior to January 27, 2019, to its knowledge, Transfer all or any portion of this Note or any of the Conversion Shares to any other person or entity, which person or entity is either (i) the beneficial holder of more than 4.9% of the Common Stock of the Company or (ii) would become, by reason of such transfer, the beneficial holder of more than 4.9% of the Common Stock of the Company.