Any resale of the Parent Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of the Parent Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.  Neither BJNTY Shareholders will offer to sell or sell the Parent Shares in any jurisdiction unless each BJNTY Shareholder obtains all required consents, if any. Each BJNTY Shareholder acknowledges that such BJNTY Shareholders is familiar with Rule 144 (“Rule 144”) under the Securities Act, and has been advised that Rule 144 permits resales only under certain circumstances. Each BJNTY Shareholder understands that to the extent that Rule 144 is not available, such BJNTY Shareholders will be unable to sell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement.