Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Agreement and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Holder further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 6, Section 22, and: (ai) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iii) the Holder has shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Holder further agrees not to make any disposition of all or any portion of the Conversion Securities unless and until: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) the Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Conversion Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: unless: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has if the Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Act except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Investor further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: : (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or ; (b) (i) Holder has such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) disposition, and, if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Securities Act. It is agreed ; or (c) such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that the Company will not require opinions of counsel for transactions made Shares can be sold, assigned or transferred pursuant to Rule 144 except in extraordinary circumstances144, Rule 144A or another exemption from registration under the Securities Act.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ further Holder agrees not to make any disposition of all or any portion of the Securities Shares unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 5.1 and Section 5.3 hereof, and: (ai) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iii) the Holder has shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by Sections 3.7, 4.2 and 5 of this Agreement, if applicable, and: (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel (which may be Investor's inside counsel), in form and substance reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Investor further agrees not to make any disposition of all or any portion of the Securities (or the Common Stock issuable upon the conversion thereof) unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and Section 7, provided and to the extent such sections are then applicable, and the Investors' Rights Agreement, the Shareholders' Agreement, the Voting Agreement and any applicable Ancillary Agreement and: (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) (i) Holder has such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.the

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Investor further agrees not to make any disposition of all or any portion of the Securities Shares (or the Common Stock issuable upon the conversion thereof) unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has The Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5 and: (a) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b); (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that ; or (c) All transferees agree in writing to be subject to the Company will not require opinions of counsel for transactions made pursuant terms hereof, and any other agreements to Rule 144 except in extraordinary circumstanceswhich such Securities may be subject, to the same extent as if they were Lenders hereunder.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: unless: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, (ii) the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement, and (iiiii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities Notes and Warrants unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 5, Section 11, Section 12, and: (ai) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iii) the Holder has shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition in a private sale of all or any portion of the Securities Class A Common Stock purchased pursuant to this Agreement prior to the earlier of the Permitted Transfer Date or a Change in Control Event unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4.7 and Article VII and (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) Holder has Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (iib) if reasonably requested by the Company, ▇▇▇▇▇▇ the Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the 33 Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances144.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: unless: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, (ii) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and (iiiii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6 and: (ai) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iii) Holder (A) such Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4, and: (a) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section and such agreement are then applicable; and (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Investor shall have notified the Company of the proposed disposition and has furnished shall have provided the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) ) (i) Holder has Lender shall have notified the Company of the proposed disposition diSposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition and propoSed disposition, (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Securities under the Act. It is , and (iii) the transferee has agreed that in writing for the benefit of the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesbe bound by this Section 3.

Further Limitations on Disposition. Without in any way limiting the representations and warranties representation set forth above, ▇▇▇▇▇▇ above Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: until (aa.) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementstatements; or (b) (ib.) Holder has the Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Company such Purchaser shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to through the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed Act or any applicable state securities law provided that the Company will not require opinions of counsel no such opinion shall be required for transactions made pursuant to Rule dispositions in compliance with rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5, Section 7.11 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder The Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances. The Lender shall not make any disposition of any Note, Conversion Share or Securities to any of the Company’s competitors as such is in good faith determined by the Company.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3.8 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances144.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder the transferee has agreed in writing for the benefit of the Corporation to be bound by this Section 4, (ii) such Purchaser shall have notified the Company Corporation of the proposed disposition and has shall have furnished the Company Corporation with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (iiiii) if reasonably requested by the CompanyCorporation, ▇▇▇▇▇▇ such Purchaser shall have furnished the Company Corporation with an opinion of counsel, reasonably satisfactory to the Company, Corporation that such disposition will not require registration of such shares under the Act. It is agreed that the Company Corporation will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, ▇▇▇▇▇▇ Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there : a. There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has ▇. ▇▇▇▇▇▇ shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances, or if required by a sale pursuant to Rule 144(g).

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b); (i) Holder has ▇▇▇▇▇ shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed , provided that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except of such Act; or (c) Notwithstanding the provisions of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by ▇▇▇▇▇ to any assignee of ▇▇▇▇▇, including any family trust, partnership or limited liability company in extraordinary circumstanceswhich ▇▇▇▇▇ is the trustee, general partner or manager.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Price further agrees not to make any disposition of all or any portion of the Securities unless and until: until either: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Price shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Price shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144(k) or pursuant to Rule 144 except in extraordinary circumstancesif the transfer is to an affiliate of the transferor.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (a) there The Series A-1 Preferred shall not be transferable by Investor except to an affiliate; (b) The Conversion Shares shall not be transferable by Investor, unless: (i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if reasonably If requested by the Company, ▇▇▇▇▇▇ Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, Section 9.11 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances. Lender shall not make any disposition of any Note, Warrant, Conversion Share or Securities to any of the Company's competitors as such is in good faith determined by the Company.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investor's Rights Agreement, and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Purchaser further agrees not to make any disposition of all or any portion of the Securities Common Stock unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Agreement, and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has The Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 promulgated under the Act except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ AC further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has AC shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ AC shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144(k) or pursuant to Rule 144 except in extraordinary circumstancesif the transfer is to an affiliate of the transferor.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has The Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities Series F Preferred Stock (or the Common Stock issuable upon the conversion thereof) unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 144, as currently in existence, except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities Class A Common Stock unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Article IV and Article VII and: (a) there There is then in effect a registration statement under the 33 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has The Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the 33 Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties of each Lender as set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.5, Section 2.12.11, 2.12.12 and: 2.7.1. The Company shall have received a letter secured by the Lender from the SEC stating that no action will be recommended to the Commission with respect to the proposed disposition;; or 2.7.2. There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)statement;; or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to in accordance with Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ HEOF further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section provided and to the extent this Section is then applicable, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has HEOF shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ HEOF shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, ▇▇▇▇▇▇ such Investor further agrees that such Investor will not to make any disposition of all or any portion of the Securities unless and until: until the transferee and any subsequent transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement, as amended, provided and to the extent such instruments are then applicable and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Securities under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Warrantholder further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) until there is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; Registration Statement, or (b) (i) Holder has Warrantholder shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Warrantholder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will win not require registration of such shares under the Act. It is agreed that the Company will win not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It Lender shall not knowingly make any disposition of any Securities to any of the Company’s competitors as such is agreed that determined by the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesCompany.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Consultant further agrees not to make any disposition of all or any portion of the Securities unless and until: Shares unless: (ai) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iA) Holder has The Consultant shall have notified the Company of the proposed disposition and has shall have furnished the Company Company, if reasonably requested, with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (iiB) if reasonably requested by the Company, ▇▇▇▇▇▇ the Consultant shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed , it being understood that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ such Holder further agrees not to make any disposition of all or any portion of the Securities except (i) in compliance with Rule 144, or (ii) unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 8 and all other terms and conditions of this Warrant, and: (a1) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (iA) The Holder has shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (iiB) if reasonably requested by the Company, ▇▇▇▇▇▇ such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties of each Lender as set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.5, Section 2.12.11, 2.12.12 and: 2.7.1. The Company shall have received a letter secured by the Lender from the SEC stating that no action will be recommended to the Commission with respect to the proposed disposition;; or 2.7.2. There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)statement;; or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to in accordance with Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Such Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, (ii), if reasonably requested by the Company, such Purchaser shall have agreed in writing for the benefit of the Company to be bound by this Section 3, and (iiiii) if reasonably requested by the Company, ▇▇▇▇▇▇ shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Purchaser further agrees not to make any disposition of all or any portion of the Securities except in accordance with any terms and conditions of the Securities nor unless and until: : (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (b) (i) Holder has Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed Act or any applicable state securities laws, provided that the Company will not require opinions of counsel no such opinion shall be required for transactions made pursuant to dispositions in compliance with Rule 144 144, except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, ▇▇▇▇▇▇ Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ each Lender further agrees not to make any disposition of all or any portion of the Securities securities unless and until: : (a) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has such Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 144(k) except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Mallard further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4.02, and: (ai) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i1) Holder has Mallard shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii2) if reasonably requested by the Company, ▇▇▇▇▇▇ Mallard shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities Series B Preferred (or the Common Stock underlying the Series B Preferred) unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the CompanyCompany and its counsel, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 144, as currently in existence, except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section and such agreement are then applicable; and (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Such investor shall have notified the Company of the proposed disposition and has furnished shall have provided the Company with a brief detailed statement of the circumstances surrounding the proposed disposition Proposed disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. Act It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has The Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, ▇▇▇▇▇▇ PDTC further agrees not to make any disposition of all or any portion of the Securities Securities, unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this SECTION 3; and (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has PDTC shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief statement detailed statement, reasonably satisfactory to the Company, of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, ▇▇▇▇▇▇ PDTC shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 144, except in extraordinary unusual circumstances.