Common use of Exempt from Registration; Restricted Securities Clause in Contracts

Exempt from Registration; Restricted Securities. The Investor understands that Series A Shares and Common Shares issuable upon conversion of Series A Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the Investor’s representations set forth in this Agreement. The Investor understands that Series A Shares and Common Shares issuable upon conversion of Series A Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that Series A Shares and Common Shares issuable upon conversion of Series A Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. The Investor It understands that the Preferred Shares, the Series A Shares B-1 Warrants and Common Shares issuable upon conversion of Series A the Converted Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the Investor’s its representations set forth in this Agreement. The Investor It understands that the Preferred Shares, the Series A Shares B-1 Warrants and Common Shares issuable upon conversion of Series A the Converted Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that the Preferred Shares, the Series A Shares B-1 Warrants and Common Shares issuable upon conversion of Series A the Converted Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. The (a) Each Investor and Nominating Investor understands that Series A the Purchased Shares and Common Shares issuable upon conversion of the Series A Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company Genius on such exemption is predicated in part on the Investor’s Investors’ representations set forth in this Agreement. The Each Investor and each Nominating Investor understands that Series A the Purchased Shares and Common Shares issuable upon conversion of the Series A Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that Series A the Purchased Shares and Common Shares issuable upon conversion of the Series A Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. The Each Investor understands that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the Investor’s representations set forth in this Agreement. The Each Investor understands that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

Exempt from Registration; Restricted Securities. The Investor understands that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares will not, when issued, be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the Investor’s representations set forth in this Agreement. The Investor understands that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that Series A Shares and Common Ordinary Shares issuable upon conversion of Series A Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.