Common use of FEDERAL AND STATE SECURITIES LAW REQUIREMENTS Clause in Contracts

FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the Optionor to deliver and transfer the shares to the Optionee upon any exercise of any option shall be subject to the following: A. Optionor may require Optionee, as an additional condition of its obligation to deliver the shares upon exercise of any option hereunder, to make any representations and warranties (including without limit those set forth in Paragraph 5 hereof) with respect to the shares as may, in the opinion of counsel to Optionor, be required to ensure compliance with the Securities Act, the securities laws of any state, or any other applicable law, regulation, or rule of any governmental agency. B. Each certificate representing the shares issued pursuant to this Agreement shall bear whatever legends are required by federal or state law or by any governmental agency. C. The offer and sale of this Option has been made by the Company pursuant to an exemption available from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated under such Act, and the holder of this Option has executed and delivered to the Company a Subscription Agreement containing certain representations and warranties of the holder which are incorporated herein by reference. It shall be a condition to the exercise of the Option that the holder of this Option certify to the Company, at the time of exercise, either that he or it is not a U.S. Person and that the Options are not being exercised on behalf of a U.S. Person, or to provide an opinion of counsel that such securities have been registered under the Act or that an exemption from the registration requirements of the Act is available. It shall be a further condition to the exercise of the Option that the Option may not be exercised in the United States and the shares underlying the Option may not be delivered to the United States absent registration under the Act or an available exemption from registration.

FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the Optionor to deliver and transfer the shares to the Optionee upon any exercise of any option shall be subject to the following: A. Optionor may require Optionee, as an additional condition of its obligation to deliver the shares upon exercise of any option hereunder, to make any representations and warranties (including without limit those set forth in Paragraph 5 hereof) with respect to the shares as may, in the opinion of counsel to Optionor, be required to ensure compliance with the Securities Act, the securities laws of any state, or any other applicable law, regulation, or rule of any governmental agency. B. Each certificate representing the shares issued pursuant to this Agreement shall bear whatever legends are required by federal or state law or by any governmental agency. C. The offer and sale of this Option has been made by the Company . In particular, unless an appropriate registration statement is filed pursuant to an exemption available from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated under such Act, and the holder of this Option has executed and delivered with respect to the Company a Subscription Agreement containing certain representations and warranties of the holder which are incorporated herein by reference. It shares, each certificate representing such shares shall be a condition to endorsed on its face with the exercise of the Option that the holder of this Option certify to the Company, at the time of exercise, either that he following legend or it is not a U.S. Person and that the Options are not being exercised on behalf of a U.S. Person, or to provide an opinion of counsel that such securities have been registered under the Act or that an exemption from the registration requirements of the Act is availableits equivalent: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. It shall be a further condition to the exercise of the Option that the Option may not be exercised in the United States and the shares underlying the Option may not be delivered to the United States absent registration under the Act or an available exemption from registrationTHE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO THE ISSUER.

FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The obligation of the Optionor to deliver and transfer the shares to the Optionee upon any exercise of any option shall be subject to the following: A. Optionor may require Optionee, as an additional condition of its obligation to deliver the shares upon exercise of any option hereunder, to make any representations and warranties (including without limit those set forth in Paragraph 5 hereof) with respect to the shares as may, in the opinion of counsel to Optionor, be required to ensure compliance with the Securities Act, the securities laws of any state, or any other applicable law, regulation, or rule of any governmental agency. B. Each certificate representing the shares issued pursuant to this Agreement shall bear whatever legends are required by federal or state law or by any governmental agency. C. The offer and sale of this Option has been made by the Company . In particular, unless an appropriate registration statement is filed pursuant to an exemption available from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated under such Act, and the holder of this Option has executed and delivered with respect to the Company a Subscription Agreement containing certain representations and warranties of the holder which are incorporated herein by reference. It shares, each certificate representing such shares shall be a condition to endorsed on its face with the exercise of the Option that the holder of this Option certify to the Company, at the time of exercise, either that he following legend or it is not a U.S. Person and that the Options are not being exercised on behalf of a U.S. Person, or to provide an opinion of counsel that such securities have been registered under the Act or that an exemption from the registration requirements of the Act is availableits equivalent: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. It shall be a further condition to the exercise of the Option that the Option may not be exercised in the United States and the shares underlying the Option may not be delivered to the United States absent registration under the Act or an available exemption from registration.THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE ISSUER