Restriction on Resales. If the Company or any of its subsidiaries or affiliates (as defined in Rule 144 under the 1933 Act) shall redeem, purchase or otherwise acquire any Registrable Security or any Exchange Security which is a “restricted security” within the meaning of Rule 144 under the 1933 Act, the Company will deliver or cause to be delivered such Registrable Security or Exchange Security, as the case may be, to the Trustee for cancellation and neither the Company nor any of its subsidiaries or affiliates will hold or resell such Registrable Security or Exchange Security or issue any new Registrable Security or Exchange Security to replace the same.

Restriction on Solicitation. During the Term and for one year thereafter, Advisor will not recruit or otherwise solicit, entice and induce any employee of the Company to terminate their employment with, or otherwise cease their relationships with the Company.

Restriction on Indebtedness. Borrower will not create, incur, assume or have outstanding any Indebtedness or liabilities except # Indebtedness incurred in the ordinary course of business owing to third parties; # any Indebtedness owing to Bank and its affiliates; # for any Borrower which is a natural person or the revocable trust of a natural person, Indebtedness incurred for personal, family or household purposes of such natural person; # liabilities classified as operating leases in accordance with Applicable Accounting Standards; # liabilities incurred for the acquisition of, and secured only by, equipment, fixtures and capital assets used in operating Borrower’s business, and # any other Indebtedness outstanding on the date hereof, and shown on Borrower's financial statements delivered to Bank prior to the date hereof, provided that such other Indebtedness will not be increased.

Restriction on Liens. Borrower will not create, incur, assume or permit to exist any mortgage, pledge, encumbrance or other lien or levy upon or security interest in any of Borrower's property now owned or hereafter acquired, except # taxes and assessments which are either not delinquent or which are being contested in good faith with adequate reserves provided; # easements, restrictions and minor title irregularities which do not, as a practical matter, have an adverse effect upon the ownership and use of the affected property; # liens in favor of Bank and its affiliates; # for any Borrower which is a natural person or the revocable trust of a natural person, liens on owner-occupied residential property or consumer goods granted to secure Indebtedness incurred for personal, family or household purposes of such natural person, provided that such property or goods have not been pledged as Collateral to secure the Loan; # liens securing only Indebtedness permitted under [clauses (iv) and (v) of Section 3.7], above, and # other liens disclosed in writing to Bank prior to the date of this Agreement.

Restriction on Liens. Borrower will not create, incur, assume or permit to exist any security title, mortgage, pledge, encumbrance or other lien or levy upon or security interest in any of Borrower's property now owned or hereafter acquired, except # taxes and assessments which are either not delinquent or which are being contested in good faith with adequate reserves provided; # easements, restrictions and minor title irregularities which do not, as a practical matter, have an adverse effect upon the ownership and use of the affected property; # liens in favor of Bank and its affiliates; # for any Borrower which is a natural person or the revocable trust of a natural person, liens on owner-occupied residential property or consumer goods granted to secure indebtedness incurred for personal, family or household purposes of such natural person, provided that such property or goods have not been pledged as collateral to secure the Loan; and # other liens disclosed in writing to Bank prior to the date hereof.

RESTRICTION ON TRANSFER. Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by Participant unless and until they have become nonrestricted and nonforfeitable in accordance with Section 3; provided, however, that Participant's interest in the Restricted Shares may be transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Restricted Shares that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.

Restriction on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: # change the nature of its business; # sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; or # solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any variable rate debt transactions (i.e., transactions were the conversion or exercise price of the security issued by the Company varies based on the market price of the Common Stock) above $500,000, whether a transaction similar to the one contemplated hereby or any other investment; or # file any registration statements with the SEC.

Restriction on Transfer. RSUs may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by Participant unless and until they have become nonrestricted and nonforfeitable in accordance with Section 3; provided, however, that Participant's interest in this Award may be transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the RSUs that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the RSUs.

Restriction on Licensee. During the Term, and for a period of ​ following the Term, Licensee agrees not to, and shall cause its Affiliates not to, directly or indirectly, including through any ownership interest (other than through an ownership interest of ​ or less of a public company), Exploit any Competing Licensed Product in any country. For the avoidance of doubt, Licensee may, during the Term, Exploit (other than to make or have made) Licensed Product solely as provided in this Agreement.

Restriction on Acorda. During the Term, and for a period of ​ following the Term, Acorda agrees not to, and shall cause its Affiliates not to, directly or Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.