Independent Decision to Sell; Etc. The Seller has made an independent decision to sell the Subject Shares to the Purchaser and has determined that it has adequate information concerning the business and financial condition of the Company in connection with its decision to sell the Subject Shares. The Seller understands the disadvantage to which it may be subject on account of the disparity of information between it and the Purchaser, and further acknowledges that the Company and its affiliates may possess material, non-public information not known to the Seller regarding or relating to the Company, its affiliates or the Subject Shares. The Seller is capable, by reason of its business or financial knowledge and experience, of evaluating the merits and risks of the sale of the Subject Shares and of protecting its own interest in connection with the sale of the Subject Shares, and the Seller acknowledges that it has had the opportunity to discuss the information available to it relating to the sale of the Subject Shares with such advisors as it has deemed appropriate. The Seller acknowledges that the Purchaser has not given it any investment advice or rendered any opinion to it as to whether the sale of the Subject Shares is prudent or suitable, and, except as expressly provided in Section 6 of this Agreement, it is not relying or any representation or warranty made by the Purchaser in connection with its decision to sell the Subject Shares to the Purchaser.

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the Founder has or hereafter acquires the power of disposition, or

sell, lease or otherwise transfer, convey or dispose, or agree, commit or offer (in writing or otherwise) to sell, lease or otherwise transfer, convey or dispose any interest in the Purchased Assets or the Business other than # sales of Inventory in the Ordinary Course of Business and # disposals of obsolete Inventory;

“Denali IP” means any Patents or Know-How developed by or on behalf of Denali hereunder and necessary or useful to make, use, sell, offer for sale or import Licensed Products.

#​ Options. If the use or sale of any Item purchased from ​ is enjoined, ​ shall, at Buyer’s option and at ​’s expense: # procure for Buyer the right to use, sell, offer to sell or import such Item, # substitute a functionally equivalent, non-infringing unit of the Item; or # modify such Item so that it no longer infringes but is substantially equivalent in functionality; or refund to Buyer the amount paid for any Items returned to Supplier or destroyed. ​ shall in no event be obligated to accept new orders for Items that are or may be subject to a claim of infringement covered under this Article.

make, have made (subject to [Section 8.5] (Consent for ​ Products) the ​ Products solely for the benefit of ​; and sell the ​ Product only to ​; and to make and have made, use, import, offer for sale and sell the ​ Product subject to ​ approval provided in [Section 8.5] (Consent for ​ Products).

In the event a Holder timely delivers a Purchase Notice, then the sale of New Securities set forth in the Purchase Notice delivered by the Holder shall take place no later than sixty (60) days after the date of the Offer Notice and concurrent with the issuance of New Securities to other Person(s), if any, participating in such sale of New Securities, and the number of New Securities issued to Persons other than the Holder shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased by the Holders in the related Purchase Notice. In the event that no Holders timely deliver a Purchase Notice, then the Parent or the Company, as applicable, shall have the right, but shall not be obligated, to sell no later than sixty (60) days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. If the New Securities are not sold during such period, the rights of the Holders under this [Section 8(d)] shall apply to any such proposed sale and the Parent or the Company, as applicable, shall provide a new Offer Notice.

Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, ​ hereby covenants and agrees to sell, assign and transfer to McGarrity, Palm and Pilgrim, all of the Franklin Shares held by ​. Sellers each covenant and agree to sell, assign, and transfer to ​ all of the ​ Shares held by the Sellers.

Limitations on Dispositions of Collateral. The Debtor will not sell, transfer, lease or otherwise dispose of any of the Collateral or any portion thereof, or attempt, offer or contract to do so (collectively, a “Transfer”).

Exclusions: This license grant does not allow Licensee to genetically modify the NRC Technology for any reason whatsoever, or to use and exploit commercially such modified NRC Technology. This license grant does not include any right of Licensee to offer to sell or sell any of the NRC Technology in the form that it was delivered to Licensee by the NRC.