Common use of Non-registration of Securities Clause in Contracts

Non-registration of Securities. The New Company Shares are not registered and will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued qualifies for applicable exemptions from the securities registration requirements of such statutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement. The RB Shareholders agree and acknowledge that: (i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any impermissible resale or other transfer of the Securities; and (ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated by this Agreement, each Party shall file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the RB Shareholders reside unless an exemption requiring no filing is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriate.

Non-registration of Securities. The New Company Shares are not registered to be issued and delivered to Shareholder will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”)amended, or any state’s other states’ securities laws, on the grounds that the transaction in which the New Company Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutesstatutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(24(2) of the Securities Act and and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. The RB Shareholders agree and acknowledge Shareholder understands that, in furtherance of the transfer restrictions stated above: (i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any an impermissible resale or other transfer of the Securitiessecurities; and (ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated The shares evidenced by this Agreementcertificate have not been registered under either the Securities Act of 1933, each Party shall fileas amended, with or the assistance securities laws of any state. These securities may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the other and their respective legal counseltransaction under the Securities Act of 1933, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptionsamended, and every other applicable state securities law or (B) the appropriate regulatory authority in issuer’s receipt of an acceptable opinion of counsel that registration of the states where the RB Shareholders reside unless an exemption requiring no filing transaction under those laws is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriatenot required.

Non-registration of Securities. The New Company Shares are not registered and the Target Shares to be exchanged by the Parties will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”)amended, or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutesstatutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(2) of the Securities Act and Section 4(a)(1) of the Securities Act and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. The RB Quest Shareholders agree and acknowledge understand that, in furtherance of the transfer restrictions stated above: (i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any an impermissible resale or other transfer of the Securitiessecurities; and (ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated The shares evidenced by this Agreementcertificate have not been registered under either the Securities Act of 1933, each Party shall fileas amended, with or the assistance securities laws of any state. These securities may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the other and their respective legal counseltransaction under the Securities Act of 1933, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptionsamended, and every other applicable state securities law or (B) the appropriate regulatory authority in issuer’s receipt of an acceptable opinion of counsel that registration of the states where the RB Shareholders reside unless an exemption requiring no filing transaction under those laws is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriatenot required.

Non-registration of Securities. The New Company Shares are not registered and the Target Shares to be exchanged by the Parties will not be registered in connection with this Agreement under the Securities Act of 1933, as amended (the “Securities Act”)amended, or any state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutesstatutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(a)(24(2) of the Securities Act and Act, the judicially created Section 4(1½) exemption and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws, laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. The RB Shareholders agree and acknowledge Antic understands that, in furtherance of the transfer restrictions stated above: (i) The Company will record stop transfer instructions in its or its transfer agent’s stock record books to restrict any an impermissible resale or other transfer of the Securitiessecurities; and (ii) Each document evidencing the Securities will bear a restrictive legend in substantially the following form: In connection with the transactions contemplated The shares evidenced by this Agreementcertificate have not been registered under either the Securities Act of 1933, each Party shall fileas amended, with or the assistance securities laws of any state. These securities may not be offered for sale, sold, assigned, pledged, hypothecated, or otherwise transferred: at any time absent either (A) registration of the other and their respective legal counseltransaction under the Securities Act of 1933, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptionsamended, and every other applicable state securities law or (B) the appropriate regulatory authority in issuer’s receipt of an acceptable opinion of counsel that registration of the states where the RB Shareholders reside unless an exemption requiring no filing transaction under those laws is available in such jurisdiction, all to the extent and in the manner as may be deemed by such party to be appropriatenot required.