Common use of Compliance with the 1933 Act Clause in Contracts

Compliance with the 1933 Act. (a) Neither this Warrant nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Warrant or the Common Stock or any other security issued or issuable upon exercise of this Note, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws. (b) By accepting this Warrant, the Holder hereby represents and warrants to the Company: that this Warrant and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it’s representations and warranties to the Company as set forth in the Securities Purchase Agreement are true and correct on the date hereof. (c) The rights of this Warrant may only be exercised by or on behalf of a Holder who, at the time of exercise, either: (i) Provides written confirmation that the undersigned was the original Purchaser (the “Initial Purchaser”) under which the Warrant was issued and the representations and warranties made to the Company in the Securities Purchase Agreement executed and delivered in connection with the acquisition of the Warrant remain true and correct on the Exercise Date; or (ii) Provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrant is exempt from such registration requirements, the 1933 Act, the securities laws of all applicable states of the United States, and any relevant foreign jurisdictions.

Compliance with the 1933 Act. (a) Neither this Warrant Note nor the Common Stock issuable upon exercise thereof have been registered under the 1933 Act or under the laws of any state of the United States. This Warrant Note or the Common Stock or any other security issued or issuable upon exercise of this Note, may not be sold, transferred or otherwise disposed of unless registered under the 1933 or pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws. (b) By accepting this WarrantNote, the Holder hereby represents and warrants to the Company: that this Warrant Note and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it’s representations and warranties to the Company as set forth in the Securities Purchase Agreement are true and correct on the date hereof. (c) The rights of this Warrant Note may only be exercised by or on behalf of a Holder who, at the time of exercise, either: (i) Provides written confirmation that the undersigned was the original Purchaser (the “Initial Purchaser”) under which the Warrant Note was issued and the representations and warranties made to the Company in the Securities Purchase Agreement executed and delivered in connection with the acquisition of the Warrant Note remain true and correct on the Exercise Date; or (ii) Provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrant Note is exempt from such registration requirements, the 1933 Act, the securities laws of all applicable states of the United States, and any relevant foreign jurisdictions.

Compliance with the 1933 Act. (a) Neither The Registered Holder acknowledges that neither this Warrant nor the shares of Common Stock issuable upon exercise thereof of this Warrant have been registered under the 1933 Act or and agrees that this Warrant may not be exercised by the registered holder hereof unless (i) the shares of Common stock purchasable upon the exercise thereof are registered under the 1933 Act, or the transaction in which the shares of Common stock are to be issued is exempted from the application of the 1933 Act, and (ii) such shares of Common stock are registered or otherwise qualified for sale under the securities laws of any state the State in which the registered holder resides or an exemption from such registration or qualification is available under such laws. The Registered Holder further agrees not to offer, sell, hypothecate, transfer or otherwise dispose of the United States. This this Warrant or the any shares of Common Stock or any other security issued or issuable upon exercise of this NoteWarrant to any other person unless a registration statement covering the offer, may not sale, hypothecation, transfer or other disposition shall then be sold, transferred or otherwise disposed of unless registered effective under the 1933 Act and all applicable State securities laws, or pursuant there shall have been delivered to the Company an exemption from opinion of counsel reasonably acceptable to the Company to the effect that such offer, sale, hypothecation, transfer or other disposition may be effected without compliance with the registration and prospectus delivery requirements of the 1933 Act and all applicable state State securities laws. Each certificate evidencing shares of Common Stock issued upon exercise of this Warrant shall bear a legend to the foregoing effect, and the Registered Holder and any other Person to whom, in accordance with subsection 2.03, a certificate for shares or a new Warrant is to be delivered shall be required, at or before receipt of such certificate or Warrant, to execute and deliver to the Company a letter to the effect that it is acquiring the shares evidenced by such certificate or such Warrant for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the 1933 Act and all applicable State securities laws. (b) By accepting this Warrant, the Holder hereby represents and warrants to the Company: that this Warrant and the Common Stock to be issued herein, have not been approved or disapproved by the United States Securities and Exchange Commission, the State of Nevada, any other state securities agencies, or foreign jurisdictions and that it’s representations and warranties to the Company as set forth in the Securities Purchase Agreement are true and correct on the date hereof. (c) The rights of this Warrant may only be exercised by or on behalf of a Holder who, at the time of exercise, either: (i) Provides written confirmation that the undersigned was the original Purchaser (the “Initial Purchaser”) under which the Warrant was issued and the representations and warranties made to the Company in the Securities Purchase Agreement executed and delivered in connection with the acquisition of the Warrant remain true and correct on the Exercise Date; or (ii) Provides a written opinion of counsel, in a form and from counsel reasonably acceptable to the Company, that the Common Stock to be delivered upon exercise of the Warrant is exempt from such registration requirements, the 1933 Act, the securities laws of all applicable states of the United States, and any relevant foreign jurisdictions.