Common use of Registration Under the Securities Act of 1933 Clause in Contracts

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and the certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Shares (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the ActSecurities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Securities (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Warrant Stock have been registered under the Securities Act of 1933, as amended (the "Securities Act"). Upon exercise, in part or in whole, of the Warrants, certificates representing the shares of Warrant Stock and any other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and the certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to for the issuer, that an exemption from registration under such the Securities Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Shares (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended 1933 (the "Act") and for public resale. Upon exercise, in part of in whole, of the Warrants, certificates representing the Warrant Securities or shares of Common Stock and any of the other evidence thereof securities issuable upon exercise of the Warrants shall bear the following legend: The securities Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 ("Act")) for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of Shares (collectively the Warrants (collectively, the "Warrant “Registrable Securities"”) have not been registered under the Securities Act of 1933, as amended (the "“Act") and ”). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the ActSecurities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Shares (collectively, the "“Warrant Securities"”) have not been registered under the Securities Act of 1933, as amended 1933 (the "“Act"”) and for public resale. Upon exercise, in part of in whole, of the Warrants, certificates representing the Warrant Securities or shares of Common Stock and any of the other evidence thereof securities issuable upon exercise of the Warrants shall bear the following legend: The securities Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 ("Act")) for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Securities (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the U. S. Securities and Exchange Commission (the "Commission") at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants Warrants, the Shares and the shares of Class A Common Stock any other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or Shares of Common Stock and any other evidence thereof securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Shares (collectively, the "Warrant Securities") have not been registered under the Securities Act for public resale. Upon exercise, in part or in whole, of 1933the Warrants, as amended (the "Act") and the certificates representing the Warrant Securities or shares of Common Stock and any of the other evidence thereof securities issuable upon exercise of the Warrants shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 ("Act")) for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. (a) The Warrants Warrants, and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of the Warrants (collectivelyWarrants, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrant certificates representing the Warrant Securities or Ordinary Shares and any other evidence thereof securities issuable upon exercise of the Warrants shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock or other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Securities and Exchange Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Securities (collectively, collectively the "Warrant SecuritiesREGISTRABLE SECURITIES") have not been registered under the Securities Act of 1933, as amended (the "ActACT") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the ActSecurities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares and any securities issuable upon exercise of the Warrants have not been registered under the Act. Upon exercise, in part or in whole, of the Warrants, certificates representing the Common Stock underlying the Warrants and any of the shares of Class A Common Stock other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") have not been registered under the Securities Act of 1933, as amended (the "Act") and the certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock Shares issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants (the "Warrant Securities or any other evidence thereof Shares") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants Warrants, the Shares and any of the shares of Class A Common Stock other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and the ). Upon exercise, in part or in whole, of Warrants, certificates representing the Warrant Securities or Shares and any other evidence thereof securities issuable upon exercise of Warrants shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such the Act relating to the disposition of securities), ) or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to the issuer and counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants Shares and any of the shares of Class A Common Stock other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities or any other evidence thereof Shares") shall bear the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, or (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), ) or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an another exemption from registration under such the Act is available."

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Warrant Securities (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the ActSecurities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such the Securities Act and applicable state securities laws is available.

Registration Under the Securities Act of 1933. The Warrants Warrants, the Shares, and any of the shares of Class A Common Stock other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and the ). The certificates representing the Warrant Securities or any other evidence thereof shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants Shares (collectively, collectively the "Warrant Registrable Securities") have not been registered under the Securities Act of 1933, as amended (the "Act") and ). Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Securities or any other evidence thereof Shares shall bear the following legendlegend in the event there is no current registration statement effective with the Commission at such time as to such securities: 8935\5\912646.1 The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the ActSecurities Act of 1933, as amended, (ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under such the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such the Securities Act and applicable state securities laws is available.