Common use of Offering Exempt from Registration; CSC’s Reliance Clause in Contracts

Offering Exempt from Registration; CSC’s Reliance. CSC has advised Warrantholder that: (i) None of the Securities have been or will be registered under the Securities Act or under the laws of any state on the basis that the issuance thereof is exempt from such registration; (ii) CSC’s reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of Warrantholder’s representations contained in this Agreement; (iii) As a result of such lack of registration, none of the Securities may be resold or otherwise transferred or disposed without registration pursuant to or an exemption therefrom available under the Securities Act and such state securities laws; and (iv) In furtherance of the provisions of this paragraph 3(e), each New Warrant Certificate and stock certificate representing any of the New Warrants shall bear a restrictive legend substantially in the following form: If on a New Warrant Certificate: If on a stock certificate evidencing any of the New Warrant Shares:

Offering Exempt from Registration; CSC’s Reliance. CSC has advised Warrantholder Noteholder that: (i) None of the Securities have been or will be registered under the Securities Act or under the laws of any state on the basis that the issuance thereof is exempt from such registration; (ii) CSC’s reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of WarrantholderNoteholder’s representations contained in this Agreement; (iii) As a result of such lack of registration, none of the Securities may be resold or otherwise transferred or disposed without registration pursuant to or an exemption therefrom available under the Securities Act and such state securities laws; and (iv) In furtherance of the provisions of this paragraph 3(e), each New Warrant Certificate and stock certificate representing any of the New Warrants Class A Warrants, Class B Warrants, Class A Warrant Shares or Class B Warrant Shares, shall bear a restrictive legend substantially in the following form: If on a New Class A Warrant Certificate or Class B Warrant Certificate: If on a stock certificate evidencing any of the New Class A Warrant Shares or Class B Warrant Shares: