For purposes of the potential application of any bulk sales Law, and/or any failure of compliance in relation thereto on the part of Assignor, the transactions contemplated by this Agreement shall not be deemed to constitute a fraudulent conveyance against which Assignor’s creditors shall have a valid basis for challenge and unwinding.

The sales component of the Program is subdivided between Life Sales and Annuity Sales. For 2022, the sales goals for the following lines of business of the Company are:

OSG BULK SHIPS, INC.,

“Licensed Product” means any product, or portion thereof, containing a Licensed Compound. Licensed Product includes all products (and portions thereof) containing the same Licensed Compound, alone or in combination with one (1) or more other active ingredients, in any and all finished forms, presentations, delivery systems, strength, dosages, and formulations. Licensed Product does not include bulk sales of Licensed Compound to sublicensees for formulation into finished form.

Section # Bulk Transfer Waiver. Purchaser hereby waives any duty on the part of Seller to comply with any bulk transfer laws in connection with the completion of the transactions contemplated by this Agreement, and PTG and Seller hereby jointly and severally indemnify Purchaser against any and all loss, cost or expense arising out of the failure to comply with any such bulk transfer laws.

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At any time while the Note or any amounts accrued and payable thereunder remain outstanding, the [[Organization A:Organization]] or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued unless the net proceeds of such issuance are used to immediately pay amounts due hereunder.

Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on [Schedule 3], if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on [Schedule 3]), suspend any sale of Placement Shares (a “Suspension”); provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation under [Sections 7(l), 7(m), and 7(n)])])] with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on [Schedule 3] hereto, as such Schedule may be amended from time to time.

Net Sales Defined. For purposes of this Section A.3(a), “Net Sales” means the total net sales of Graybar and its Affiliates generated after deduction of returns,

Sales and Leasebacks. The Company will not itself, and it will not permit any Manufacturing Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Manufacturing Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or a Manufacturing Subsidiary for a period, including renewals, in excess of three years of any Principal Domestic Manufacturing Property which has been or is to be sold or transferred by the Company or such Manufacturing Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Domestic Manufacturing Property (herein referred to as a “Sale and Leaseback Transaction”) unless either: