Securities Laws. Upon the acquisition of any Shares pursuant to the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

Securities Representations. The grant of the Award and the issuance of shares of Stock pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the grant of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

Purchase Securities. The Purchase Securities shall be issued and sold in one or more closings (each, a “Closing”) upon the terms and subject to the conditions described herein. The Purchase Securities to be issued and sold at the initial Closing (the “Initial Closing”) are referred to as the “Initial Closing Purchase Securities” and the Purchase Securities to be issued and sold at the additional Closings (each, an “Additional Closing”) are referred to, in the aggregate, as the “Additional Closing Purchase Securities.”

Purchase Securities. The Purchase Securities have been duly and validly authorized for issuance, sale and delivery pursuant to this Agreement by all necessary partnership action on the part of the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, the Certificate of Designations and the Warrant Agreement, as applicable, the Purchase Securities will be duly and validly issued, fully paid and non-assessable, will not be subject to any preemptive or other similar rights or contractual encumbrances and the Warrants will be convertible at the option of the holders thereof into the Warrant Units in accordance with the Warrant Agreement.

Restricted Securities. The Purchaser acknowledges that the Purchase Securities and the Warrant Units are “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and must be held by the Purchaser unless subsequently resold or transferred in a transaction that is registered under the Securities Act or exempt from such registration.

Restricted Securities. The ​ understands that the Shares being purchased are characterized as “restricted securities” under the U.S. securities laws and that the Shares may be resold without registration only in certain limited circumstances, and that the Shares when issued to the ​ will bear the restricted legend restricting transfer. The ​ is experienced in purchasing securities that are not readily transferable.

Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable.

“Disposition” or “Dispose” includes any sale and the making of any personal or charitable gift of Reportable Securities. “Family Member” of an Access Person means:

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.

any net gain or net loss arising from the acquisition or disposition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of such Person;