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

Exempt from Registration; Restricted Securities. Cryogen understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement shall not be registered under the Act, on the ground that the sale provided for in this Agreement is exempt from registration under of the Act, and that the reliance of the Company on such exemption is predicated in part on Cryogen’s representations set forth in this Agreement. In addition, Cryogen shall effect the Distribution in compliance with all applicable federal and state securities laws, rules and regulations. Cryogen understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement are restricted securities within the meaning of Rule 144 under the Act. Cryogen further understands that the Shares and any other of the Company’s securities acquired by Cryogen pursuant to this Agreement are not registered and must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.